1 important notice not for distribution to any us person or to any person or

1

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE US

IMPORTANT You must read the following before continuing The following applies to the prospectus attached to

this electronic transmission and you are therefore advised to read this carefully before reading accessing or making any

other use of the prospectus In accessing the prospectus you agree to be bound by the following terms and conditions

including any modifications to them at any time you receive any information from us as a result of such access

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE

SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER IN THE UNITED STATES OR ANY

OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO THE NOTES HAVE NOT BEEN AND WILL

NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED (THE

SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES THE NOTES

MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR

BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT IN

CERTAIN TRANSACTIONS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS THE FOLLOWING

PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE

REPRODUCED IN ANY MANNER WHATSOEVER AND IN PARTICULAR MAY NOT BE FORWARDED TO

ANY US PERSON OR TO ANY US ADDRESS ANY FORWARDING DISTRIBUTION OR REPRODUCTION

OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED FAILURE TO COMPLY WITH THIS

DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF

OTHER JURISDICTIONS

This prospectus has been delivered to you on the basis that you are a person into whose possession this prospectus may

be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are

you authorised to deliver this prospectus to any other person In order to be eligible to view this prospectus or make an

investment decision with respect to the securities investors must not be US persons (within the meaning of Regulation

S under the Securities Act) This prospectus is being sent at your request and by accessing the prospectus you shall be

deemed to have confirmed and represented to us that (i) you have understood and agree to the terms set out herein

(ii) you consent to delivery of the prospectus by electronic transmission (iii) you are not a US person (within the

meaning of Regulation S under the Securities Act) or acting for the account or benefit of a US person and the electronic

mail address that you have given to us and to which this e-mail has been delivered is not located in the United States its

territories and possessions (including Puerto Rico the US Virgin Islands Guam American Samoa Wake Island and the

Northern Mariana Islands) or the District of Columbia and (iv) if you are a person in the United Kingdom then you are a

person who (A) has professional experience in matters relating to investments within Article 19 of the Financial Services

and Markets Act (Financial Promotion) Order 2005 (the FPO) or (B) is a high net worth entity falling within

Article 49(2)(a) to (d) of the FPO

This prospectus has been sent to you in an electronic form You are reminded that documents transmitted via this

medium may be altered or changed during the process of electronic transmission and consequently none of Turbo

Finance 7 plc the Joint Arrangers the Interest Rate Swap Counterparty the Currency Swap Counterparty the Joint

Bookrunners the Joint Lead Managers (as defined herein) nor any person who controls any of them respectively (nor any

director officer employee or agent of it or affiliate of any such person) accepts any liability or responsibility whatsoever

in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version

available to you on request from Turbo Finance 7 plc the Joint Arrangers the Interest Rate Swap Counterparty the

Currency Swap Counterparty the Joint Bookrunners or the Joint Lead Managers (as defined herein)

2

TURBO FINANCE 7 PLC

(Incorporated under the laws of England and Wales with limited liability under registered number 10357951)

Notes Principal

Amount

Issue Price Interest

RateReference

Rate

Relevant

Margin

Final Maturity

Date

Ratings

Class A1 pound385000000 100 1 month Sterling

LIBOR +

Relevant Margin1

060 The Payment Date

falling in June 2023

AAA (sf) by

SampP and Aaa

(sf) by

Moodys

Class A2 euro125000000 100 1 month

EURIBOR +

Relevant Margin2



AAA (sf) by

SampP and Aaa

(sf) by

Moodys

Class B pound58400000 100 1 month Sterling

LIBOR +

Relevant Margin1



A (sf) by SampP

and A2 (sf) by

Moodys

Class C pound8500000 100 300 NA The Payment Date


A- (sf) by SampP

and Baa3 (sf)

by Moodys

Class D pound9720000 100 525 NA The Payment Date


No rating

Class E pound3980000 100 1500 NA The Payment Date


No rating

1 The Class A1 Notes Interest Rate and the Class B Notes Interest Rate will be zero if the sum of 1 month Sterling LIBOR + Relevant Margin is lessthan zero

2 The Class A2 Notes Interest Rate will be zero if the sum of 1 month EURIBOR + Relevant Margin is less than zero

Issue Date The Issuer expects to issue the Notes in the classes set out above on 30 November

2016 (the Closing Date)

Underlying Assets The Issuer will make payments on the Notes from inter alia payments of principal

and revenue received from a portfolio comprising auto loans (hire purchase agreements

and personal contract purchase contracts) originated by FirstRand Bank Limited acting

through its London Branch (the Seller and the Originator) (the Purchased

Receivables Pool) which will be purchased by the Issuer on the Closing Date and on

each Additional Purchase Date These hire purchase agreements and personal contract

purchase agreements provide for equal monthly payments over the term of the contract

or monthly payments and a final bullet payment or in respect of the personal contract

purchase agreements an additional larger balloon final rental payment at the end of

the term See the section entitled The Provisional Receivables Pool for more

information

Credit Enhancement Subordination of junior ranking Notes

Cash Reserve Account funded from the proceeds of the issue of the Notes on the

Closing Date in an amount of pound3980000 (the Initial Cash Reserve Amount)

corresponding to 07 of the Aggregate Initial Cut-Off Date Principal Balance which

will be topped-up (and increased to an amount corresponding to 13 of the

Aggregate Initial Cut-Off Date Principal Balance) on each Payment Date up to the

Specified Cash Reserve Account Required Balance Any balance on the Cash Reserve

Account from time to time (including on the Final Maturity Date) will form part of the

3

Available Distribution Amount The monies in the Cash Reserve Account may be used

by the Issuer to cover certain shortfalls subject to and in accordance with the Pre-

Enforcement Order of Priority

Class A2 Cash Accumulation Fund

Class A2 Cash Accumulation Fund is operated by the Cash Manager as the Class A2

Cash Accumulation Ledger on the Issuer Account The Class A2 Cash Accumulation

Fund will not be funded on the Closing Date but only on and from the Payment Date

on which the Principal Amount Outstanding of the Class A1 Notes has been reduced to

zero On each Payment Date prior to the delivery of an Enforcement Notice and

beginning on the Payment Date on which the Principal Amount Outstanding of the

Class A1 Notes is reduced to zero the Class A2 Cash Accumulation Ledger will be

funded up to the Class A2 Cash Accumulation Ledger Required Amount as at such

Payment Date in accordance with the Pre-Enforcement Order of Priority

See the section entitled Credit Structure and Cashflow for more information

Redemption Provisions Information on any optional and mandatory redemption of the Notes is summarised on

pages 63 to 68 (Transaction Overview - Summary of the Terms and Conditions of the

Notes) and set out in full in Condition 7 (Redemption and cancellation)

Credit Rating Agencies Ratings will be assigned to the Rated Notes by Moodys and SampP Each of Moodys

and SampP is established and operating in the European Union is registered under

Regulation (EC) No 10602009 as amended (the CRA Regulation) and is listed in

the list of rating agencies available in the European Securities and Markets Association

website

In addition in this Prospectus references are made to certain ratings provided by Fitch

Fitch is established and operating in the European Union is registered under the CRA

Regulation and is listed in the list of ratings agencies available in the European

Securities and Markets Association website

Credit Ratings Ratings are expected to be assigned to the Rated Notes as set out above on or before

the Closing Date

The Class A1 Notes and Class A2 Notes are expected to be rated Aaa (sf) by Moodys

and AAA (sf) by SampP

The Class B Notes are expected to be rated A2 (sf) by Moodys and A (sf) by SampP

The Class C Notes are expected to be rated Baa3 (sf) by Moodys and A- (sf) by SampP

The Class A Notes the Class B Notes and the Class C Notes are together the Rated

Notes The Class D Notes and the Class E Notes will not be rated

The ratings assigned by SampP to the Rated Notes address (i) (x) in the case of the

Senior Notes the timely payment of interest on the Senior Notes on each Payment

Date or (y) in the case of the Class C Notes the ultimate payment of interest on the

Class C Notes on the Final Maturity Date and (ii) the ultimate repayment of the

Principal Amount Outstanding of the Rated Notes on or before the Final Maturity

Date

The ratings assigned by Moodys address (i) the timely payment of interest on the

Senior Notes and (ii) the expected loss posed to investors in the Rated Notes by the

Final Maturity Date

The ratings should not be regarded as a recommendation by the Issuer or by the

Joint Arrangers the Joint Bookrunners or the Joint Lead Managers or by the

Rating Agencies to buy sell or hold the Rated Notes

The credit ratings of the Notes should be evaluated independently from similar

4

ratings on other types of securities

The assignment of ratings to the Rated Notes is not a recommendation to invest in

the Rated Notes Any credit rating assigned to the Rated Notes may be revised or

withdrawn at any time

Listing This document comprises a prospectus (the Prospectus) for the purpose of

Directive 200371EC as amended by Directive 201073EU (together the

Prospectus Directive) This Prospectus has been approved by the Central Bank of

Ireland as competent authority under the Prospectus Directive

The Central Bank of Ireland only approves this Prospectus as meeting the requirements

imposed under Irish and EU law pursuant to the Prospectus Directive

Application has been made to the Irish Stock Exchange for the Notes to be admitted to

the Official List (the Official List) and trading on its regulated market The

regulated market of the Irish Stock Exchange is a regulated market for the purposes of

Directive 200439EC (the Markets in Financial Instruments Directive)

Obligations The Notes will be obligations of the Issuer alone and will not be guaranteed by or be

the responsibility of any other entity In particular the Notes will not be obligations

of or guaranteed by or be the responsibility of FRB London its affiliates or any other

party to the Transaction Documents other than the Issuer

Retention Undertaking The Seller will undertake in the Receivables Purchase Agreement that it will retain on

an ongoing basis a material net economic interest which shall in any event not be less

than 5 in accordance with Articles 404-410 (inclusive) of the EU Capital

Requirements Regulation (the CRR) and Section 5 of Chapter III (Section 5) of

the Commission Delegated Regulation 2312013 of 19 December 2012 (the

AIFMR) supplementing the Alternative Investment Fund Managers Directive

201161EU of the European Parliament and the Council of 22 July 2013 on alternative

investment fund managers (the AIFMD) and Article 254 of Regulation (EU)

201535 of 10 October 2014 (the Solvency II Regulation) As at the Closing Date

and on each Additional Purchase Date such interest will be comprised of randomly

selected Receivables with an aggregate Principal Balance equal to at least 5 of the

Principal Balance of the Purchased Receivables in the Portfolio in accordance with

Article 405(1)(c) of the CRR Any change to the manner in which such interest is held

will be promptly notified to the Trustee and the Noteholders

Each prospective investor that is required to comply with Articles 404-410 of the CRR

and Section 5 of the AIFMR is required independently to assess and determine the

sufficiency of the information described in this Prospectus and otherwise which may

be made available to investors (if any) generally for the purposes of complying with

Articles 404-410 of the CRR and Section 5 of the AIFMR and any corresponding local

implementing rules which may be relevant and none of the Transaction Parties make

any representation that the information described in this Prospectus and otherwise

which may be made available to investors (if any) is sufficient in all circumstances for

such purposes Prospective investors who are uncertain as to the requirements under

Articles 404-410 of the CRR and Section 5 of the AIFMR which apply to them in

respect of their relevant jurisdiction should seek guidance from their regulator

Please refer to the section entitled The Retained Interest Pool and to RISK

FACTORS - Compliance with the CRR and the AIFMR

Eurosystem Eligibility At the Closing Date the Notes will not satisfy all of the applicable criteria that are

currently in force to be recognised as eligible collateral for Eurosystem monetary

policy and intra-day credit operations by the Eurosystem It is intended on the Closing

Date that the Notes will not be held in a manner that is consistent with Eurosystem

eligibility

5

Please refer to the section entitled Form of the Notes

THE RISK FACTORS SECTION CONTAINS DETAILS OF CERTAIN RISKS AND OTHER FACTORS

THAT SHOULD BE GIVEN PARTICULAR CONSIDERATION BEFORE INVESTING IN THE NOTES

PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE ISSUES SUMMARISED WITHIN THAT

SECTION

Joint Arrangers and Joint Bookrunners

Bank of America Merrill Lynch BNP PARIBAS Lloyds Bank plc

Joint Lead Managers

Bank of America Merrill Lynch BNP PARIBAS FirstRand Bank Limited

Lloyds Bank plc Wells Fargo Securities International Limited

The date of this Prospectus is 30 November 2016

6

IMPORTANT NOTICE

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND

EXCHANGE COMMISSION ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY

OTHER US REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED

UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS

PROSPECTUS ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL THE NOTES HAVE NOT BEEN

AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS THE

NOTES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR

TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S UNDER THE

SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT

TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE

SECURITIES LAWS THE NOTES WILL ONLY BE OFFERED AND SOLD OUTSIDE THE UNITED STATES TO

NON-US PERSONS PURSUANT TO THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES

ACT THERE IS NO UNDERTAKING TO REGISTER THE NOTES UNDER STATE OR FEDERAL SECURITIES

LAW THE NOTES CANNOT BE SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR

BENEFIT OF US PERSONS UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM

REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE

Each initial and subsequent purchaser of Notes will be deemed by its acceptance of such Notes to have made certain

acknowledgements representations and agreements intended to restrict the resale or other transfer thereof as set forth

therein and described in this Prospectus and in connection therewith may be required to provide confirmation of its

compliance with such resale or other transfer restrictions in certain cases

Responsibility Statements

The Issuer accepts responsibility for the information contained in this Prospectus and to the best of the knowledge and

belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this

Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information The

Issuer confirms that this Prospectus contains all information which is material in the context of the issue of the Notes

that such information contained in this Prospectus is true and accurate in all material respects and is not misleading that

the opinions and the intentions expressed in it are honestly held by it and that there are no other facts the omission of

which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions

misleading in any material respect and all proper enquiries have been made to ascertain and to verify the foregoing The

Issuer further confirms that where information has been sourced from a third party that such information has been

accurately reproduced and so far as the Issuer is aware and is able to ascertain from information published by that third

party no facts have been omitted which would render the reproduced information inaccurate or misleading The Issuer

accepts responsibility accordingly and the Issuer has confirmed to the Joint Lead Managers the Joint Bookrunners and

the Joint Arrangers that the Issuer accepts such responsibility

FirstRand Bank Limited acting through its London Branch in its capacity as the Seller and the Servicer accepts

responsibility for the information contained in this document relating to itself the description of its rights and obligations

all information relating to the Financing Contracts the Obligors the Purchased Receivables the Receivables Purchase

Agreement and the Servicing Agreement and the sections headed THE SELLER AND SERVICER BUSINESS

PROCEDURES OF FIRSTRAND BANK LIMITED ACTING THROUGH ITS LONDON BRANCH

DESCRIPTION OF THE PURCHASED RECEIVABLES THE PROVISIONAL RECEIVABLES POOL THE

RETAINED INTEREST POOL HISTORICAL PERFORMANCE DATA ESTIMATED AMORTISATION OF

THE SENIOR NOTES ESTIMATED WEIGHTED AVERAGE LIFE OF THE SENIOR NOTES and THE

SELLER AND SERVICER and all information relating to the Financing Contracts in any Servicing Report and all the

confirmations and undertakings for and in respect of the Retained Interest and as applicable the making of certain

information available to investors pursuant to Articles 404-410 (inclusive) of the CRR and Section 5 of the AIFMR (the

FRB London Information) and to the best of the knowledge and belief of FirstRand Bank Limited acting through its

London Branch (which has taken all reasonable care to ensure that such is the case) such FRB London Information is in

accordance with the facts and does not omit anything likely to affect the import of such information No representation

warranty or undertaking express or implied is made and no responsibility or liability is accepted by the Seller and

Servicer as to the accuracy or completeness of any information contained in this Prospectus (other than the FRB London

Information) or any other information supplied in connection with the Notes or their distribution

7

Lloyds Bank PLC in its capacity as the Account Bank accepts responsibility for the information contained in this

document relating to itself in the section headed ACCOUNT BANK (the Account Bank Information) and to the

best of the knowledge and belief of the Account Bank (which has taken all reasonable care to ensure that such is the case)

such Account Bank Information is in accordance with the facts and does not omit anything likely to affect the import of

such information No representation warranty or undertaking express or implied is made and no responsibility or

liability is accepted by the Account Bank as to the accuracy or completeness of any information contained in this

Prospectus (other than the Account Bank Information) or any other information supplied in connection with the Notes or

their distribution

Homeloan Management Limited in its capacity as the Back-up Servicer accepts responsibility for the information

contained in this document relating to itself in the section headed Back-up Servicer (the Back-up Servicer

Information) and to the best of the knowledge and belief of the Back-up Servicer (which has taken all reasonable care

to ensure that such is the case) such Back-up Servicer Information is in accordance with the facts and does not omit

anything likely to affect the import of such information No representation warranty or undertaking express or implied

is made and no responsibility or liability is accepted by the Back-up Servicer as to the accuracy or completeness of any

information contained in this Prospectus (other than the Back-up Servicer Information) or any other information supplied

in connection with the Notes or their distribution

The Interest Rate Swap Counterparty accepts responsibility for the information contained in this document relating to

itself in the section headed INTEREST RATE SWAP COUNTERPARTY (the Interest Rate Swap Counterparty

Information) and to the best of the knowledge and belief of the Interest Rate Swap Counterparty (which has taken all

reasonable care to ensure that such is the case) such Interest Rate Swap Counterparty Information is in accordance with

the facts and does not omit anything likely to affect the import of such information No representation warranty or

undertaking express or implied is made and no responsibility or liability is accepted by the Interest Rate Swap

Counterparty as to the accuracy or completeness of any information contained in this Prospectus (other than the Interest

Rate Swap Counterparty Information) or any other information supplied in connection with the Notes or their distribution

The Currency Swap Counterparty accepts responsibility for the information contained in this document relating to itself

in the section headed CURRENCY SWAP COUNTERPARTY (the Currency Swap Counterparty Information)

and to the best of the knowledge and belief of the Currency Swap Counterparty (which has taken all reasonable care to

ensure that such is the case) such Currency Swap Counterparty Information is in accordance with the facts and does not

omit anything likely to affect the import of such information No representation warranty or undertaking express or

implied is made and no responsibility or liability is accepted by the Currency Swap Counterparty as to the accuracy or

completeness of any information contained in this Prospectus (other than the Currency Swap Counterparty Information)

or any other information supplied in connection with the Notes or their distribution

No representation warranty or undertaking express or implied is made and no responsibility or liability is accepted

(other than with respect to the information referred to above and referable to it if any) by the Joint Arrangers the Joint

Bookrunners the Joint Lead Managers the Seller the Trustee the Paying Agent the Agent Bank the Account Bank the

Cash Manager the Servicer the Back-up Servicer the Obligors the Corporate Services Provider the Listing Agent the

Interest Rate Swap Counterparty the Currency Swap Counterparty or any other party to the Transaction Documents or

any person affiliated with them (other than the Issuer) as to the accuracy or completeness of the information contained in

this Prospectus or any other information supplied in connection with the Notes or their distribution Other than with

respect to the information referred to above each person receiving this Prospectus acknowledges that such person has not

relied on the Joint Arrangers the Joint Bookrunners the Joint Lead Managers the Seller the Trustee the Paying Agent

the Agent Bank the Account Bank the Cash Manager the Servicer the Back-up Servicer the Obligors the Corporate

Services Provider the Listing Agent the Interest Rate Swap Counterparty the Currency Swap Counterparty or any other

party to the Transaction Documents or any person affiliated with them (other than the Issuer) in connection with any

investigation of the accuracy of the information on its investment decision

For the avoidance of doubt and notwithstanding any other statement contained in this Prospectus (but for the avoidance

of doubt without prejudice to the statements above regarding FRB Londons responsibility for the FRB London

Information) none of the Joint Arrangers Joint Bookrunners or Joint Lead Managers makes any representation

recommendation or warranty express or implied regarding the accuracy adequacy reasonableness or completeness of

the information contained herein or in any further information notice or other document which may at any time be

supplied by the Issuer in connection with the Notes and none of the Joint Arrangers Joint Bookrunners or Joint Lead

Managers accepts any responsibility or liability therefor None of the Joint Arrangers Joint Bookrunners or Joint Lead

Managers undertakes to review the financial condition or affairs of the Issuer or to advise any investor or potential

8

investor in the Notes of any information coming to the attention of such Joint Arranger Joint Bookrunner or Joint Lead

Manager as applicable

The Issuer is not and will not be regulated by the Central Bank of Ireland as a result of issuing the Notes Any investment

in the Notes does not have the status of a bank deposit and it is not within the scope of the deposit protection scheme

operated by the Central Bank of Ireland

Socieacuteteacute Geacuteneacuterale Securities Services Luxembourg SA as listing agent is acting solely in its capacity as listing agent for

the Issuer in relation to the Notes and is not itself seeking admission to the Official List of the Irish Stock Exchange or to

trading on the Irish Stock Exchange for the purposes of the Prospectus Directive

PCS Label

An application has been made to Prime Collateralised Securities (PCS) UK Limited for the Class A1 Notes and the Class

A2 Notes to receive the Prime Collateralised Securities label (the PCS Label) and it is currently expected that the

Class A1 Notes and the Class A2 Notes will receive the PCS Label However there can be no assurance that the Class

A1 Notes and the Class A2 Notes will receive the PCS Label (either before issuance or at any time thereafter) and if the

Class A1 Notes or the Class A2 Notes do receive the PCS Label there can be no assurance that the PCS Label will not be

withdrawn from the Class A1 Notes or the Class A2 Notes at a later date

The PCS Label is awarded to the most senior tranche of asset backed transactions that fully meet the criteria that are set

down by PCS The relevant criteria seek to capture some of the aspects of securities that are indicative of simplicity asset

quality and transparency and reflect some of the best practices available in Europe

The PCS Label is not a recommendation to buy sell or hold securities It is not investment advice whether generally or as

defined under the Markets in Financial Instruments Directive (200439EC) and it is not a credit rating whether generally

or as defined under the CRA Regulation or Section 3(a) of the Exchange Act (as amended by the Credit Rating Agency

Reform Act of 2006) Prime Collateralised Securities (PCS) UK Limited is not an expert as defined in the Securities

Act

By awarding the PCS Label to certain securities no views are expressed about the creditworthiness of these securities or

their suitability for any existing or potential investor or as to whether there will be a ready liquid market for these

securities Investors should conduct their own research regarding the nature of the PCS Label and must read the

information set out in httppcsmarketorg The website httppcsmarketorg shall not form part of this Prospectus

Form of Notes

The Notes will be in bearer form and in the denomination of (i) in respect of the Class A1 Notes Class B Notes Class C

Notes Class D and Class E Notes pound100000 and integral multiples of pound1000 in excess thereof or (ii) in respect of the

Class A2 Notes euro100000 and integral multiples of euro1000 in excess thereof The Notes of each Class will initially be

represented on issue by a temporary global note in bearer form (each a Temporary Global Note) without interest

coupons or receipts attached which will be deposited on or about the Closing Date with a common safekeeper for

Clearstream Banking socieacuteteacute anonyme (Clearstream Luxembourg) and Euroclear Bank SANV (Euroclear)

Each Temporary Global Note will be exchangeable for interests in a permanent global note in bearer form (each a

Permanent Global Note) representing the same Class of Notes without interest coupons attached not earlier than

forty (40) days after the Closing Date (provided that certificates as to non-US beneficial ownership have been received)

Ownership interests in the Temporary Global Notes and the Permanent Global Notes will be shown on and transfers

thereof will only be effected through records maintained by Clearstream Luxembourg and Euroclear and their respective

participants Interests in the Permanent Global Notes will be exchangeable for Definitive Notes in bearer form only in

certain limited circumstances as set forth herein

Each Global Note will be in the form of a new global note The Notes will all have the benefit of the security created in

favour of the Trustee pursuant to the Deed of Charge and the Assignation in Security (the Issuer Security) and in the

event of the Issuer Security being enforced the Class A Notes will rank in priority to the Class B Notes the Class B

Notes will rank in priority to the Class C Notes the Class C Notes will rank in priority to the Class D Notes and the Class

D Notes will rank in priority to the Class E Notes Certain debts of the Issuer including in certain circumstances certain

amounts due under the Interest Rate Swap Agreement andor the Currency Swap Agreement will rank in priority to the

Notes See TERMS AND CONDITIONS OF THE NOTES

9

At the Closing Date the Notes will not satisfy all of the applicable criteria that are currently in force to be recognised as

eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem It is intended on

the Closing Date that the Notes will not be held in a manner that is consistent with Eurosystem eligibility

Representations about the Notes

No person is or has been authorised in connection with the issue and sale of the Notes to make any representation or

provide any information other than as contained in this Prospectus Any such representation or information should not be

relied upon as having been authorised by or on behalf of the Issuer Joint Arrangers the Joint Bookrunners the Joint

Lead Managers the Seller the Trustee the Paying Agent the Agent Bank the Account Bank the Cash Manager the

Servicer the Back-up Servicer the Obligors the Corporate Services Provider the Listing Agent the Interest Rate Swap

Counterparty the Currency Swap Counterparty or any other party to the Transaction Documents or any person affiliated

with them

Prospective investors should not construe the contents of this Prospectus as legal economic investment accounting tax

or other advice Each prospective investor must rely upon its own representatives and professional advisers including its

own legal counsel and accountants as to legal economic tax and related aspects of the investment described herein and

as to its suitability for such investor Investment in the Notes may not be suitable for all recipients of this Prospectus If

you are in any doubt about the contents of this Prospectus you should consult your financial advisers

Financial condition of the Issuer and the Obligors

Neither the delivery of this Prospectus nor the offer sale allocation solicitation or delivery of any Note shall in any

circumstances create any implication or constitute a representation that there has been no adverse change or any event

reasonably likely to involve any adverse change in the condition (financial or otherwise) of the Issuer or the Obligors or

the information contained herein since the date of this Prospectus or that the information contained herein is correct as at

any time subsequent to the date of this Prospectus

Selling Restrictions

This Prospectus has been approved by the Central Bank of Ireland as competent authority under the Prospectus Directive

The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law

pursuant to the Prospectus Directive

Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its

regulated market

No action has been or will be taken to permit a public offering of the Notes or the public distribution of this Prospectus in

any jurisdiction The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted

by law Persons into whose possession this Prospectus (or any part thereof) comes are required by the Issuer and the Joint

Lead Managers to inform themselves about and to observe any such restrictions

Neither this Prospectus nor any part hereof constitutes an offer of or an invitation by or on behalf of the Issuer the Joint

Arrangers the Joint Bookrunners or the Joint Lead Managers to subscribe for or purchase any of the Notes Neither this

Prospectus nor any part hereof may be used for or in connection with an offer to or solicitation by any person in any

jurisdiction or in any circumstance in which such offer or solicitation is not authorised or to any person to whom it is

unlawful to make such offer or solicitation

Accordingly the Notes may not be offered or sold directly or indirectly and neither this Prospectus nor any part hereof

nor any other prospectus form of application advertisement other offering material or other information may be issued

distributed or published in any country or jurisdiction (including the United Kingdom) except in circumstances that will

result in compliance with all applicable laws orders guidelines and regulations

None of the Issuer the Joint Arrangers the Interest Rate Swap Counterparty the Currency Swap Counterparty the Joint

Bookrunners or the Joint Lead Managers or any of their representatives is making any representation to any purchaser of

the Notes described by this Prospectus regarding the legality of an investment by such purchaser under appropriate

securities investment or similar laws Prospective purchasers should consult with their advisers as to the legal tax

business financial and related aspects of a purchase of the Notes

10

For a further description of certain restrictions on offers and sales of the Notes and the distribution of this Prospectus see

SUBSCRIPTION AND SALE

If you are in any doubt about the contents of this document you should consult your stockbroker bank manager solicitor

accountant andor other financial adviser

It should be remembered that the price of securities and the income from them can go down as well as up

The Notes have not been and will not be registered under the Securities Act and are subject to US tax law

requirements The Notes may not be offered sold or delivered directly or indirectly in the United States or to any US

persons except pursuant to an exemption from or in a transaction not subject to the registration requirements of the

Securities Act The Notes are being offered for sale outside the United States in accordance with Regulation S under the

Securities Act See SUBSCRIPTION AND SALE

No Offer to Retail Investors

The Notes are not intended to be offered or transferred to or held by retail investors and this Prospectus has not been

prepared for distribution to retail investors

AIFMR

The Seller has internal policies and procedures in relation to the granting of credit administration of credit-risk bearing

portfolios and risk mitigation The policies and procedures of the Seller in this regard broadly include the following

a) criteria for the granting of credit and the process for approving amending renewing and re-financing credits as

to which please see further the section of the Prospectus headed Business Procedures of FirstRand Bank

Limited acting through its London Branch - Submission of the Financing Contract and Underwriting of the

Prospective Obligor

b) systems in place to administer and monitor the various credit-risk bearing portfolios and exposures as to which

we note that the Portfolio will be serviced in line with the usual servicing procedures of the Seller ndash please see

further the section of the Prospectus headed Summary of the Principal Transaction Documents - Servicing

Agreement

c) diversification of credit portfolios given the Sellers target market and overall credit strategy as to which in

relation to the Portfolio please see the section of the Prospectus headed The Provisional Receivables Pool

and

d) policies and procedures in relation to risk mitigation techniques as to which please see further the sections of

the Prospectus headed Business Procedures of FirstRand Bank Limited acting through its London Branch -

Collections

Volcker Rule

The Issuer will be relying on an exclusion or exemption from the definition of investment company under the

Investment Company Act of 1940 (the Investment Company Act) as contained in Section 3(c)(5)(a) of the Investment

Company Act although there may be additional exclusions or exemptions available to the Issuer The Issuer is of the

view that it is not now and immediately following the issuance of the Notes and the application of the proceeds thereof

will not be a covered fund for the purposes of the Volcker Rule under the Dodd-Frank Wall Street Reform and

Consumer Protection Act

Interpretation

References in this Prospectus to pound Sterling and Pounds Sterling are references to the lawful currency for the time

being of the United Kingdom of Great Britain and Northern Ireland

References in this Prospectus to euro and Euro are references to the lawful currency of the member states of the

European Union that have adopted the single currency in accordance with the Treaty on the Functioning of the European

Union as amended

11

Certain figures included in this Prospectus have been subject to rounding adjustments Accordingly figures shown for

the same category in different tables may vary slightly and figures shown as totals in certain tables may not be an

arithmetic aggregation of the figures which precede them

Capitalised terms used in this Prospectus unless otherwise indicated have the meanings set out in this Prospectus An

index of defined terms appears at the end of this Prospectus in the section headed GLOSSARY OF DEFINED TERMS

For the purposes of the Prospectus Directive references to listing can be taken to read admission to trading

12

DIAGRAMMATIC OVERVIEW

DIAGRAMMATIC OVERVIEW OF THE TRANSACTION

DIAGRAMMATIC OVERVIEW OF ON-GOING CASH FLOW DURING THE REVOLVING PERIOD

Payment onPayment Date

DeferredPurchase Price

on PaymentDate

Purchase Price forAdditional Purchased

Receivables

Interest Rate SwapCounterparty

(Wells Fargo BankNA London Branch)

Trustee(Wells Fargo Trust

CorporationLimited)

Noteholders

Cash Manager(BNP Paribas

Securities ServicesLuxembourg Branch)

Obligors ofPurchased

ReceivablesSeller

Issuer(Turbo Finance 7

plc)

Account Bank(Lloyds Bank plc)

Interest and principal

Purchase price for NotesSubscription Proceeds

Auto loans

Sale ofPurchased

ReceivablesPool

Purchase Price

Servicer(FRB London)

Back-up Servicer(HML)

Currency SwapCounterparty


NoteholdersObligors Issuer

Issuer Account

Sale of AdditionalPurchased

Receivables

Transferon

PaymentDate

Seller

Weekly Sweepof Collections

via IssuerAccount

Contractual obligations

Cashflows


Collections


Interest on PaymentDate

Paying Agent

13

DIAGRAMMATIC OVERVIEW OF ON-GOING CASH FLOW AFTER REVOLVING PERIOD

OWNERSHIP STRUCTURE DIAGRAM

The entire issued share capital of the Issuer is held on trust by the Share Trustee under the terms of a discretionary trust

the benefit of which is expressed to be for charitable purposes


Interest and principalon Payment Date


on PaymentDate

Paying AgentIssuer Account

Transferon

PaymentDate

Seller


via IssuerAccount


Cashflows


Collections


(Wells Fargo Bank NALondon Branch)



ISSUERTurbo Finance 7 plc

SHARE TRUSTEE(SFM Corporate Services Limited)

14

CONTENTS

Heading Page

TRANSACTION OVERVIEW 15

RISK FACTORS 19

RECEIVABLES POOL AND SERVICING 55

SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES 62

RIGHTS OF NOTEHOLDERS AND RELATIONSHIP WITH OTHER TRANSACTION CREDITORS 68

CREDIT STRUCTURE AND CASHFLOW 71

TRIGGERS TABLES 83

FEES 87

USE OF PROCEEDS 88

DESCRIPTION OF THE PURCHASED RECEIVABLES89

SUMMARY OF PRINCIPAL TRANSACTION DOCUMENTS 90

PCS LABEL 113

THE PROVISIONAL RECEIVABLES POOL 114

THE RETAINED INTEREST POOL 131

HISTORICAL PERFORMANCE DATA 132

ESTIMATED WEIGHTED AVERAGE LIFE OF THE SENIOR NOTES 159

ESTIMATED AMORTISATION OF THE SENIOR NOTES163

THE SELLER AND SERVICER165

BUSINESS PROCEDURES OF FIRSTRAND BANK LIMITEDACTING THROUGH ITS LONDON BRANCH170

THE ISSUER 174

INTEREST RATE SWAP COUNTERPARTY 176

CURRENCY SWAP COUNTERPARTY 177

ACCOUNT BANK178

BACK-UP SERVICER179

SUMMARY OF PROVISIONS RELATING TO NOTES IN GLOBAL FORM180

TERMS AND CONDITIONS OF THE NOTES182

UNITED KINGDOM TAXATION 237

SUBSCRIPTION AND SALE 239

GENERAL INFORMATION243

GLOSSARY OF DEFINED TERMS246

15

TRANSACTION OVERVIEW

The information set out below is an overview of various aspect of the transaction This overview is not purported to be

complete and should be read in conjunction with and is qualified in its entirety by references to the detailed information

presented elsewhere in this Prospectus

PARTIES ON THE CLOSING DATE

Party Name Address Document under which

appointedFurther

Information

Joint Arrangers and Joint

Bookrunners

Bank of America Merrill Lynch 2 King Edward Street

London EC1A 1HQ

United Kingdom

NA

BNP Paribas London Branch 10 Harewood Avenue

London

NW1 6AA

NA

Lloyds Bank plc 10 Gresham Street

London EC2V 7AE

United Kingdom

NA

Joint Lead Managers Bank of America Merrill Lynch 2 King Edward Street

London EC1A 1HQ

United Kingdom

Subscription Agreement

See the section entitled

Subscription and Sale


London

NW1 6AA





London EC2V 7AE

United Kingdom




Wells Fargo Securities

International Limited

1 Plantation Place

30 Fenchurch Street

London

EC3M 3BD




FirstRand Bank Limited acting

through its London Branch

Austin Friars House

2 ndash 6 Austin Friars

London

EC2N 2HD United

Kingdom




Issuer Turbo Finance 7 plc 35 Great St Helens

London EC3A 6AP

United Kingdom

NA See the section

entitled The Issuer

SellerOriginator FirstRand Bank Limited acting


Austin Friars House


London

EC2N 2HD United

Kingdom

NA See the sections

entitled The Seller and

Servicer and Summary

of Principal Transaction

Documents - Receivables

Purchase Agreement

Servicer FirstRand Bank Limited acting


Austin Friars House


London

Servicing Agreement by

the Issuer and the Trustee

See the sections entitled

16


appointedFurther

Information

EC2N 2HD United

Kingdom

The Seller and Servicer

and Summary of

Principal Transaction

Documents - Servicing

Agreement

Back-up Servicer Homeloan Management Limited The Pavilions

Bridgwater Road

Bristol BS13 8AE

United Kingdom

Back-up Servicing

Agreement by the Issuer

and the Trustee See the

sections entitled The

Back-up Servicer and

Summary of Principal

Transaction Documents -

Back-up Servicing

Agreement

Cash Manager BNP Paribas Securities

Services Luxembourg Branch

60 avenue JF

Kennedy L-2085

Luxembourg

Cash Management





Cash Management

Agreement

Interest Rate Swap

Counterparty

Wells Fargo Bank NA London

Branch

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD

Swap Agreement by the

Issuer See the sections

entitled Interest Rate

Swap Counterparty and



Swap Agreement Interest

Rate Swap Agreement

Currency Swap

Counterparty


Branch

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD



entitled Currency Swap

Counterparty and



Swap Agreement

Currency Swap

Agreement

Account Bank Lloyds Bank plc 10 Gresham Street

London

EC2V 7AE

Account Agreement by

the Issuer See the

sections entitled Account

Bank and Summary of


Documents - Account

Agreement

Trustee Wells Fargo Trust Corporation

Limited

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD

Trust Deed and Deed of

Charge by the Issuer See

the Conditions and the

section entitled Summary

17


appointedFurther

Information


Documents - Trust Deed

Paying Agent BNP Paribas Securities


60 avenue JF

Kennedy L-2085

Luxembourg

Paying Agency





Paying Agency

Agreement

Agent Bank BNP Paribas Securities


60 avenue JF

Kennedy L-2085

Luxembourg

Paying Agency





Paying Agency

Agreement

Corporate Services Provider Structured Finance Management

Limited

35 Great St Helens

London EC3A 6AP

United Kingdom

Corporate Services





Corporate Services

Agreement

Share Trustee SFM Corporate Services

Limited

35 Great St Helens

London EC3A 6AP

United Kingdom

Declaration of Trust

Listing Agent Socieacuteteacute Geacuteneacuterale Securities

Services Luxembourg SA

28-32 Place de la gare

L1616 Luxembourg

NA

Class C Note Purchaser FirstRand International Limited La Plaiderie House

St Peter Port

Guernsey

GY1 4NL Channel

Islands

Class C Note Purchase

Agreement See the

section entitled


Class D Note Purchaser FirstRand International Limited La Plaiderie House

St Peter Port

Guernsey

GY1 4NL Channel

Islands

Class D Note Purchase

Agreement See the

section entitled


Class E Note Purchaser FirstRand International Limited La Plaiderie House

St Peter Port

Guernsey

GY1 4NL Channel

Islands

Class E Note Purchase

Agreement See the

section entitled


Listing Authority and Stock

Exchange

Irish Stock Exchange 28 Anglesea Street

Dublin 2 Ireland

NA

18


appointedFurther

Information

Clearing Systems ICSDs Euroclear 1 Boulevard du Roi

Albert II

B-1210 Brussels

Belgium

NA

Clearstream Luxembourg 42 Avenue JF

Kennedy L-1855

Luxembourg

NA

Rating Agencies Moodys Investors Service Ltd 1 Canada Square

London EI4 5FA

United Kingdom

NA

Standard amp Poors Credit

Market Services Europe Limited

20 Canada Square

Canary Wharf London

EI4 5LH United

Kingdom

NA

19

RISK FACTORS

THE PURCHASE OF CERTAIN NOTES MAY INVOLVE SUBSTANTIAL RISKS AND BE SUITABLE ONLY FOR

INVESTORS WHO HAVE THE KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS

NECESSARY TO ENABLE THEM TO EVALUATE THE RISKS AND THE MERITS OF AN INVESTMENT IN

THE NOTES PRIOR TO MAKING AN INVESTMENT DECISION PROSPECTIVE INVESTORS SHOULD

CAREFULLY CONSIDER IN LIGHT OF THEIR OWN FINANCIAL CIRCUMSTANCES AND INVESTMENT

OBJECTIVES ALL THE INFORMATION SET FORTH IN THIS PROSPECTUS AND IN PARTICULAR THE

CONSIDERATIONS SET FORTH BELOW PROSPECTIVE INVESTORS SHOULD MAKE SUCH INQUIRIES AS

THEY DEEM NECESSARY WITHOUT RELYING ON THE ISSUER ANY JOINT ARRANGER ANY JOINT

BOOKRUNNER ANY JOINT LEAD MANAGER THE SELLER OR ANY OTHER PARTY TO THE

TRANSACTION DOCUMENTS

The following is a summary of certain aspects of the Notes of which prospective investors should be aware This

summary is not intended to be exhaustive and prospective investors should also read the detailed information set out

elsewhere in this Prospectus and reach their own views prior to making any investment decision

1 Historical and Other Information

The historical financial and other information set out in particular in DESCRIPTION OF THE PURCHASED

RECEIVABLES and HISTORICAL PERFORMANCE DATA is based on the historical experience and present

procedures of FRB London None of the Issuer the Interest Rate Swap Counterparty the Currency Swap Counterparty

the Joint Arrangers the Joint Bookrunners the Joint Lead Managers the Cash Manager the Trustee the Paying Agent

nor the Corporate Services Provider has undertaken or will undertake any investigation or review of or search to verify

the historical information Historical performance is not a reliable indicator of future performance There can be no

assurances as to the future performance of the Purchased Receivables

2 Risk of Late Payment of Monthly Instalments

The performance of the Purchased Receivables depends on a number of factors including general economic conditions

unemployment levels and the circumstances of individual Obligors While each Purchased Receivable may have due

dates for scheduled payments thereunder there is no assurance that the Obligors will pay on time entirely or at all

The risk of late payment by Obligors is in part mitigated by the Cash Reserve Amount to the extent that funds are

available in the Cash Reserve Account On the Closing Date the Initial Cash Reserve Amount will be equal to 07 of

the Aggregate Initial Cut-Off Date Principal Balance Whilst it will increase to an amount equal to 13 of the Aggregate

Initial Cut-Off Date Principal Balance if Obligors continuously make late payments the Cash Reserve Amount may

eventually be insufficient to enable the Issuer to meet its obligation to pay interest on the Notes

3 Risk of Early Repayment

In the event that after the termination of the Revolving Period the Financing Contracts underlying the Purchased

Receivables are prematurely terminated or otherwise settled early the principal repayment of the Notes may be earlier

than expected and therefore the yield to maturity on the Notes may be adversely affected by a higher or lower than

anticipated rate of Prepayment of the Purchased Receivables The rate of Prepayment of Purchased Receivables cannot

be predicted and is influenced by a wide variety of economic and other factors including prevailing interest rates the

buoyancy of the vehicle finance market the availability of alternative financing and local and regional economic

conditions Therefore no assurance can be given as to the level of Prepayment that the Portfolio will experience See

ESTIMATED WEIGHTED AVERAGE LIFE OF THE SENIOR NOTES

4 Changing Characteristics of the Purchased Receivables during the Revolving Period

During the Revolving Period the amounts that would otherwise be used to repay the principal under the Notes may be

used to purchase additional Receivables from FRB London The Initial Purchased Receivables and Additional Purchased

Receivables may also be prepaid or default during the Revolving Period and therefore the characteristics of the Portfolio

may change after the Closing Date and could be substantially different at the end of the Revolving Period from the

characteristics of the pool of Initial Purchased Receivables These differences could result in faster or slower repayments

or greater losses on the Notes

Because of payments on the Purchased Receivables and the purchase of Additional Purchased Receivables during the

Revolving Period concentrations of Obligors in the pool may be substantially different from the concentration that exists

20

as of the Closing Date Such concentration or other changes of the pool could adversely affect the delinquency or credit

loss of the Purchased Receivables

5 Rights in relation to the Purchased Receivables

Pursuant to the Issuer Security the Issuer will grant security over its rights in and to the Receivables The Trustee and the

Issuer will rely on the Servicer to enforce any rights under the Financing Contracts and to carry out its obligations under

the Servicing Agreement

FRB London will undertake for the benefit of the Issuer that it will not take any steps in relation to the Financing

Contracts otherwise than in accordance with its Customary Operating Practices in order to perform its duties under the

Servicing Agreement and that it will lend its name to and take such other steps as may be required by the Issuer or the

Trustee in relation to any action (whether through the courts or otherwise) in respect of the Financing Contracts

Each Financing Contract requires the Obligor to take out and maintain comprehensive vehicle insurance in the Obligors

name FRB London does not have a registered interest with the insurer although each Obligor assigns the benefit of any

insurance proceeds to FRB London pursuant to each Financing Contract In case of an insurance claim following an

accident the consequence of which was the Financed Object being fully written-off the Obligor claims from the insurer

and then is obliged to pass the proceeds on to FRB London Where the proceeds in the claim are insufficient to repay in

full amounts owed to FRB London by the Obligor under the Financing Contract FRB London will look to the Obligor to

pay the difference It should be noted that there cannot be certainty that such insurance has in fact been taken out or

maintained or that any proceeds from such insurance will be available to FRB London the Issuer or the Trustee

6 Potential Adverse Changes to the Value andor Composition of the Portfolio

No assurances can be given that the respective values of the Financed Objects to which the Portfolio relates have not

depreciated or will not depreciate at a rate greater than the rate which they were expected to do so on the date of

origination of the Receivables If this has happened or happens in the future or if the new and used car market in the

United Kingdom should experience a downturn then any such scenario could have an adverse effect on the ability of

Obligors to repay amounts under the relevant Financing Contracts andor the likely amount to be recovered upon a sale

of the Financed Objects upon default by Obligors the exercise of a voluntary termination by an Obligor under a

Financing Contract or the exercise by the Obligor of its option to return the Financed Object to the Seller pursuant to a

PCP Contract in lieu of a Final Payment Amount This in turn could trigger losses in respect of the Notes

7 Risks Related to a Manufacturer Recall including recent Volkswagen engine issues

Defects and recalls

Vehicle manufacturers have in the past and may in the future announce recalls and temporary suspension of sales and

production of certain models of their vehicles due to a discovered defect or other issue which affects the performance

safety or use of such vehicles

In the event of any recall an Obligor may attempt (whether legally entitled or otherwise) to withhold or set-off payments

due under a Financing Contract terminate their Financing Contract (with or without the payment of an early repayment

fee or charge) or claim for any loss suffered by them as a result of such recall (for further discussion of these risks see

the risk factors entitled Financing Contracts regulated by the UKs consumer credit regime including the Consumer

Credit Act 1974 (as amended) and Liability for dealers misrepresentations and breach of contract at paragraphs 19

and 20 below)

Any recall of vehicles may adversely impact the demand for used vehicles or the residual value for any affected vehicles

andor could have an impact on the Sellers ability to originate Financing Contracts which can be sold to the Issuer (see

the risk factor The Revolving Period may end if FRB is Unable to Originate Additional Receivables at paragraph 9

below)

The publicity surrounding any product recall may also result in an increase in the number of Obligors choosing to

exercise their rights pursuant to the CCA to voluntarily terminate any regulated Finance Contract relating to a vehicle

affected by a manufacturer recall as to which we would refer you to the risk factor entitled Financing Contracts

regulated by the UKs consumer credit regime including the Consumer Credit Act 1974 (as amended) at paragraph 17

below

21

An adverse impact on the value of a vehicle which is affected by a manufacturer recall could result in lower recoveries on

a sale or other disposition of a vehicle being the subject of a Financing Contract following default by an Obligor or

following a Voluntary Termination This may result in a reduction in the amounts available to the Issuer to meet its

obligations to the Noteholders An adverse impact on the value of the affected vehicles may also increase the likelihood

that an Obligor would not exercise an option to purchase under any PCP Contracts

In addition it is possible that an Obligor could claim against FRB London as the counterparty to the Financing Contract

in relation to a vehicle affected by a manufacturer recall pursuant to common law the Misrepresentation Act 1967 the

Sale of Goods Act 1979 or the Consumer Rights Act 2015 (CRA15) (as to which see the risk factor entitled Liability

for dealers misrepresentations and breach of contract - Regulated Financing Contracts) The consequences of any

successful claim could include one or more of damages rescission of the relevant Financing Contract or termination of

the relevant Financing Contract depending on the claim If a successful claim is brought against FRB London it is likely

that FRB London would have a claim against the relevant dealer Such a claim would likely be equal to the loss suffered

by FRB London in respect of the claim brought by the Obligor and if received would mitigate any loss suffered by FRB

London in respect of a claim referenced in the paragraph above Whether or not FRB London is able to fully recover any

loss suffered will depend on the particular facts of the claim and the solvency of the relevant dealer The Obligor may be

able to set-off such damages against the Receivable

Volkswagen engine issues

On 18 September 2015 the United States Environmental Protection Agency (the EPA) announced that beginning in

2008 Volkswagen had improperly installed engine control unit software determined to be a defeat device in violation

of US environmental regulations of NOx emissions in Type EA 189 diesel engines (in Europe known as EA 189 EU5

diesel engines) (the NOx Issue)

On 6 October 2015 Volkswagens Chief Executive Office confirmed Volkswagens intention to commence a recall in

January 2016 of all vehicles affected by the NOx Issue and to repair such vehicles (the Nox Vehicles)

On 2 November 2015 the EPA announced that it was also investigating a 31 litre engine which it alleged is fitted with a

similar defeat device Authorities in several other jurisdictions have commenced investigations relating to these issues

On 3 November 2015 it was widely reported that Volkswagens internal investigation had found that CO2 emissions and

fuel consumption figures were also affected by irregularities The new issues that Volkswagen identified involved both

diesel vehicles and petrol models affecting in Europe approximately 800000 vehicles equipped with 14 16 and 20

litre engines from Volkswagen Skoda Audi and Seat (the Co2 Vehicles) such that the CO2 emissions of such engines

were higher than advertised (the CO2 Issue)

On 25 November 2015 Volkswagen confirmed its intention to install a small tubular part into some of the European NOx

Vehicles in order to comply with European emissions laws However it is not certain whether this approach will remedy

the issue in all NOx Vehicles It is also unclear as to whether or not such repairs (or any other repairs undertaken in

relation to the issues described in this risk factor) will affect the fuel economy or performance of the NOx Vehicles

On 9 December 2015 Volkswagen issued a press release stating that in connection with the CO2 Issue and fuel

consumption figures it had largely concluded its investigations into the CO2 Vehicles As a result Volkswagen

concluded that only nine model variants of the Volkswagen brand were impacted by the CO2 Issue and fuel consumption

figures and that the majority of the vehicles affected were in fact as originally publicised As a result it lowered its

estimation of the number of CO2 Vehicles to approximately 36000 The statement made by Volkswagen has yet to be

confirmed by an independent source and tests are also ongoing both in relation to vehicles manufactured by Audi Skoda

and Seat

On 4 January 2016 the US Department of Justice on behalf of the EPA filed a lawsuit in a federal court in Detroit

Michigan (United States of America) alleging that nearly 600000 diesel engine vehicles in the United States of America

had illegal defeat devices installed that impair their emission control systems and outside of an emissions test scenario

cause emissions to exceed the EPAs standards It also alleges that Volkswagen violated clean air laws by selling cars that

were different in design from those original cleared for sale by the EPA

On 21 April 2016 Volkswagen confirmed that an agreement in principle had been reached with the US Department of

Justice (Environmental Division) the Environment Protection Agency and the California Air Resources Board However

these arrangements do not prejudice investigations by the Department of Justice (Criminal Division) and the State

Attorneys General and have no legal bearing on proceedings involving Volkswagen outside of the United States

22

On 28 April 2016 Volkswagen issued a press release stating that it would recall the Golf TDI Blue Motion Technology

with a 20L engine following examination and approval by the Federal Motor Transport Authority (KBA) to install the

software solution for the affected vehicles

On June 28 2016 Volkswagen reached a $15300000000 settlement agreement with private plaintiffs to resolve civil

claims regarding eligible Volkswagen and Audi 20L TDI vehicles in the United States which was given preliminary

approval by Judge Charles R Breyer of the United States District Court for the Northern District of California The

settlement deal does not cover about 85000 vehicles with 3-litre engines also affected by the NOx Issue or preclude

other fines penalties and possible criminal charges

On 14 August 2016 Volkswagen received the go-ahead from the Federal Motor Transport Authority (KBA) for the

modification of 460000 vehicles with the 12-litre EA189 TDI engine to be implemented across Europe based on an

action plan agreed with the KBA

In August 2016 the US justice department was reported to have found evidence that Volkswagen acted criminally in

connection with the emissions scandal and federal prosecutors are reported to be weighing up whether to criminally

charge Volkswagen and its employees or accept a multibillion-dollar settlement

At this stage neither the final outcome of the above matters nor the long term consequences can be predicted No

assurance can be given that as the investigations continue other issues will not be identified with respect to other engines

manufactured by the Volkswagen group

As of the date of this Prospectus the impact of recent developments affecting the Volkswagen group in relation to NOx

Vehicles or CO2 Vehicles is not entirely clear but such developments may have an adverse impact on the value of the

Volkswagen Skoda Audi and Seat vehicles within the Portfolio In order to mitigate this risk Receivables relating to

Financing Contracts where the vehicle the subject of such Financing Contract is an Affected Vehicle (being a diesel-

engine vehicle manufactured or branded by Volkswagen and shall include for the avoidance of doubt any diesel-engine

Volkswagen Seat Porsche Skoda Audi Bentley Bugatti and Lamborghini) shall be equal to or less than 22 of the

Aggregate Principal Balance of the Purchased Receivables in the Portfolio and the Seller will represent and warrant

accordingly According to information provided by the Seller 2003 of the Aggregate Initial Cut-Off Date Principal

Balance relates to Financing Contracts entered into in respect of Affected Vehicles

8 Right to Vehicles and reliance on residual value (PCP Contracts)

Under Financing Contracts which are PCP Contracts at the end of the term of the PCP Contract an Obligor may either

settle the contract by paying the final balloon payment (the Final Payment Amount) plus an Option to Purchase Fee (if

any) and thereby purchase the vehicle or subject to the Obligor having paid all payments due (including any interest

excess mileage charges recovery charges andor repair charges) and complied with all terms and conditions under the

Financing Contract return the vehicle to the Seller in full and final settlement of the PCP Contract The Final Payment

Amount represents the anticipated value determined at the inception of the PCP Contract of the vehicle at the end of the

PCP Contract (the Minimum Guaranteed Future Value) as determined by the Seller with reference to the CAP Gold

Book a market standard tool for vehicle valuations

Where the Obligor chooses to purchase the vehicle title in the vehicle passes to the Obligor when the Obligor pays the

Final Payment Amount plus any additional Option to Purchase Fee to the Servicer (and such Final Payment Amount and

any Option to Purchase Fee shall form part of the Collections)

Where the Obligor instead chooses to return the vehicle (a Redelivered Vehicle) the vehicle will be inspected by an

independent inspection agent to assess the vehicles condition maintenance and mileage Any necessary repair charges or

excess mileage charges will be payable by the Obligor The Servicer will then sell the vehicle at auction and the sale

proceeds net of any costs incurred by the Servicer in connection with the sale (the PCP Recoveries) will be credited by

FRB to the Collection Account to be remitted to the Issuer

The Issuer will be exposed to the risk that for PCP Contracts where the Obligor chooses to return the vehicle the sale

proceeds recoverable from the auction sale of the returned vehicle may be less than the anticipated Minimum Guaranteed

Future Value of the vehicle determined at the outset of the Financing Contract and which would otherwise have been

paid directly by the Obligor as the Final Payment Amount if the Obligor had decided to instead purchase the vehicle

A decision of the Obligor whether to make the Final Payment Amount plus any Option to Purchase Fee or return the

vehicle in lieu of such payment may be dependent in part on the size of the Final Payment Amount and the price that the

23

vehicle is likely to obtain when sold If the Final Payment Amount is greater than the market value of the vehicle at the

end of the PCP Contract the Obligor may be more likely to return the vehicle as it discharges any further obligations the

Obligor may have under the Financing Contract (subject always to compliance with obligations to take reasonable care of

the vehicle and any compensatory payments regarding the same including the payment of any repair or excess mileage

charges) If the PCP Recoveries remitted to the Issuer from the sale of a Redelivered Vehicle under a PCP Contract in

lieu of a Final Payment Amount is insufficient to cover the purchase price paid by the Issuer for the related Purchased

Receivables less any amounts received in respect of any Principal Balance from the relevant Obligor prior to the date of

termination by the Obligor then this would result in the Issuer receiving less in respect of the related Purchased

Receivable than it would have expected which could impact on the ability of the Issuer to make payments on the Notes

To mitigate risk in PCP Contracts the Seller takes a conservative approach to determining the Minimum Guaranteed

Future Value and the Final Payment Amount based on certain contractual mileage assumptions using the CAP Gold

Book Any customers taking advantage of the right to return the vehicle will be charged for any excess mileage or repairs

above the contracted rate and any excessive wear and tear

9 The Revolving Period May End if FRB London is Unable to Originate Additional Receivables

During the Revolving Period no principal will be paid to the Noteholders Instead on each Payment Date during the

Revolving Period amounts may be used to purchase Additional Purchased Receivables in accordance with the Pre-

Enforcement Order of Priority If such amounts are not applied to purchase Additional Purchased Receivables then they

will be credited to the Issuer Account and recorded on the Replenishment Ledger up to the Replenishment Amount If an

Amortisation Event occurs the Revolving Period will terminate and the amortisation period will commence

FRB London does not as of the date of this Prospectus expect any shortage in availability of Additional Receivables

However FRB London is not obliged to sell any Additional Purchased Receivables during the Revolving Period If FRB

London is unable to originate additional Receivables or if it does not sell Additional Purchased Receivables then the

Revolving Period will terminate earlier than expected (subject to time and cash tests) in which case the Noteholders will

receive payments of principal on the Notes earlier than expected

10 Economic Downturn

The UK experienced a severe economic downturn in the period between 2008 and 2012 Although recent economic

indicators such as employment statistics and Gross Domestic Product growth have been positive since the United

Kingdom referendum on membership of the European Union there has been increased volatility and disruption of the

capital currency and credit markets (see the risk factor United Kingdoms Referendum at paragraph 26 below) Any

future downturn in economy may adversely affect the performance of the Purchased Receivables A rise in

unemployment or a reduction in the availability of credit may lead to increased delinquency and default rates by Obligors

as well as decreased consumer demand for motor vehicles and reduced used vehicles prices which could increase the

amount of a loss if Purchased Receivables default

11 Eligibility of the Notes for Bank of Englands Discount Window Facility

Certain investors in the Notes may wish to consider the use of the Notes as eligible securities for the purposes of the

Bank of Englands Discount Window Facility (DWF) Recognition of the Notes as eligible securities for the purposes

of the DWF will depend upon satisfaction of the eligibility criteria as specified by the Bank of England If the Notes do

not satisfy the criteria specified by the Bank of England there is a risk that the Notes will not be eligible DWF collateral

None of the Issuer the Joint Arrangers the Joint Bookrunners nor the Joint Lead Managers give any representation

warranty confirmation or guarantee to any investor in the Notes that the Notes will either upon issue or at any or all

times during their life satisfy all or any requirements for the DWF eligibility and be recognised as eligible DWF

collateral Any potential investors in the Notes should make their own determinations and seek their own advice with

respect to whether or not the Notes constitute eligible DWF collateral

12 Losses on the Purchased Receivables

The risk for the Class A Noteholders that they will not receive the amount due to them under the Class A Notes as stated

on the cover page of this Prospectus is addressed by the credit support provided by the Cash Reserve Amount by the

deferment of an amount of consideration payable to the Seller on the sale of Initial Purchased Receivables and Additional

Purchased Receivables (the Deferred Purchase Price) and by the subordination of the Class B Notes the Class C Notes

the Class D Notes and the Class E Notes

24

The risk for the Class B Noteholders that they will not receive the amount due to them under the Class B Notes as stated

on the cover page of this Prospectus is addressed by the credit support provided by the Cash Reserve Amount to the

extent the Class A Noteholders are not entitled to such amounts by the deferment of an amount of consideration payable

to the Seller on the sale of Initial Purchased Receivables and Additional Purchased Receivables (the Deferred Purchase

Price) and by the subordination of the Class C Notes the Class D Notes and Class E Notes

The risk for the Class C Noteholders that they will not receive the amount due to them under the Class C Notes as stated


extent the Class A Noteholders and the Class B Noteholders are not entitled to such amounts by the deferment of an

amount of consideration payable to the Seller on the sale of Initial Purchased Receivables and Additional Purchased

Receivables (the Deferred Purchase Price) and by the subordination of the Class D Notes and the Class E Notes

However the levels of delayed payment or non-payment in respect of the Purchased Receivables may exceed those

assumed for the purposes of determining the credit structure and the sizing of the different components thereof

Accordingly there is no assurance that the Class A Noteholders will receive for each Class A Note the total principal

amount plus interest at the Class A1 Notes Interest Rate or Class A2 Notes Interest Rate (as applicable) on a timely basis

or at all nor that the distributions which are made will correspond to the monthly payments originally agreed upon in the

underlying Financing Contracts

Similarly there is no assurance that the Class B Noteholders will receive for each Class B Note the total principal

amount plus interest at the Class B Notes Interest Rate on a timely basis or at all nor that the distributions which are

made will correspond to the monthly payments originally agreed upon in the underlying Financing Contracts

There is also no assurance that the Class C Noteholders will receive for each Class C Note the total principal amount plus

interest at the Class C Notes Interest Rate on a timely basis or at all nor that the distributions which are made will

correspond to the monthly payments originally agreed upon in the underlying Financing Contracts

There is also no assurance that the Class D Noteholders will receive for each Class D Note the total principal amount

plus interest at the Class D Notes Interest Rate on a timely basis or at all nor that the distributions which are made will


There is also no assurance that the Class E Noteholders will receive for each Class E Note the total principal amount plus

interest at the Class E Notes Interest Rate on a timely basis or at all nor that the distributions which are made will


13 Financing Contracts

The Issuer does not have any rights in over or to the Financed Object itself - it only has rights in connection with the sale

proceeds of the Financed Object Accordingly in the event of any insolvency of FRB London the Issuer is reliant on any

administrator or liquidator of FRB London taking appropriate steps to sell such Financed Object Because the sale

proceeds have been assigned to the Issuer this will be of no value to FRB Londons creditors as a whole and therefore an

administrator or liquidator will not have any financial incentive to take such steps This risk is mitigated by the inclusion

of a provision in the Servicing Agreement providing that the Issuer will pay in accordance with the Priority of Payments

any administrator or liquidators costs and expenses in selling such Financed Objects and an Administrator Recovery

Incentive however there can be no certainty that any administrator or liquidator would take such actions and no

contractual obligations on FRB London to do so that would be enforceable against FRB London or an administrator or

liquidator thereof after the commencement of the administration or liquidation of FRB London

14 Market for Receivables

The ability of the Issuer to redeem all the Notes in full including after the occurrence of an Enforcement Event whilst

any of the Purchased Receivables remain outstanding may depend on whether the Receivables can be sold otherwise

realised or refinanced by the Issuer or the Trustee so as to obtain a sufficient amount available for the distribution to

enable the Issuer to redeem the Notes There is no active and liquid secondary market for hire purchase receivables in the

United Kingdom and no assurance can be given as to whether it might develop It might be therefore that none of the

Issuer or the Trustee is able to sell otherwise realise or refinance the Receivables on appropriate terms should it be

necessary for it to do so

25

15 Credit Risk of the Parties

The ability of the Issuer to meet its obligations to pay any principal and interest payments in respect of the Notes (and its

operating and administration expenses) depends to a large extent upon the ability of the parties to the Transaction

Documents to perform their contractual obligations In particular and without limiting the generality of the foregoing

the timely payment of amounts due in respect of the Notes depends on the ability of the Servicer to service the Purchased

Receivables on the maintenance of the level of interest rate and currency risk protection offered by the Swap Agreement

and on the creditworthiness of the Account Bank at which the Issuer Account and the Cash Reserve Account are held

although in respect of the Senior Notes the amounts standing to the credit of the Cash Reserve Account from time to

time is intended to mitigate this risk to an extent In this respect it should be noted that the Account Bank is required to

have certain minimum ratings (see SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS - ACCOUNT

AGREEMENT) and that if the Account Bank is downgraded below such minimum ratings the Issuer will have an

obligation to find a substitute account bank with the requisite rating and move the Accounts to such bank or to enter into

a guarantee with another bank with the requisite rating

16 Equitable Assignment

Assignment by the Seller to the Issuer of the benefit of the Purchased Receivables and Ancillary Rights derived from

Financing Contracts governed by the laws of England and Wales will take effect in equity only because no notice of the

assignment will be given to Obligors

The giving of notice to the Obligor of the Sellers assignment (whether directly or indirectly) to the Issuer would have the

following consequences

a) notice to the Obligor would perfect the assignment so that the Issuer would take priority over any interest of a

later encumbrance or assignee of FRB Londons rights who has no notice of the assignment to the Issuer

b) notice to the Obligor would mean that the Obligor should no longer make payment to FRB London as creditor

under the Financing Contract but should make payment instead to the Issuer If the Obligor were to ignore a

notice of assignment and pay FRB London for its own account the Obligor might still be liable to the Issuer for

the amount of such payment However for so long as FRB London remains the Servicer under the Servicing

Agreement it is also the agent of the Issuer for the purposes of the collection of the Purchased Receivables and

will accordingly be accountable to the Issuer for any amount paid to it in respect of the Purchased Receivables

c) notice to the Obligor would prevent FRB London and the Obligor amending the relevant Financing Contract

without the involvement of the Issuer However FRB London will undertake for the benefit of the Issuer that it

will not waive any breach under or amend the terms of any of the Financing Contracts other than in

accordance with its Customary Operating Practices and

d) lack of notice to the Obligor means that the Issuer will have to join FRB London as a party to any legal action

which the Issuer may want to take against any Obligor The Seller will however undertake for the benefit of the

Issuer that it will lend its name to and take such other steps as may be required by the Issuer or the Trustee in

relation to any action in respect of the Purchased Receivables

Until notice is given to the Obligor equitable set-offs (such as for misrepresentation or breach of contract as referred to

in Liability For Dealers Misrepresentations And Breach Of Contract at paragraph 19 below) may accrue in favour of

the Obligor in respect of his obligation to make payments under the relevant Financing Contract These may therefore

result in the Issuer receiving less monies than anticipated from the Purchased Receivables The assignment of any

Purchased Receivables to the Issuer will be subject both to any prior equities which have arisen in favour of the Obligor

and to any equities which may arise in the Obligors favour after the assignment until such time (if ever) as he receives

actual notice of the assignment If an Obligor claims that a right of set-off or counterclaim has arisen in his favour against

FRB London and fails to pay in full all amounts due from him under his Financing Contract and FRB London reasonably

determines that the claim is valid FRB London will indemnify the Issuer against the amount set-off or counterclaimed by

such Obligor

Notification Events have been put in place in the transaction to mitigate the risk deriving from the equitable assignment

but there can be no certainty as to the timing and effectiveness of such Notification Events

26

17 Compliance with Consumer Credit regime under the FCA

In December 2012 the UK Parliament passed the Financial Services Act 2012 (the FS Act) which created a new

regulatory framework for the supervision and management of the banking and financial services industry in the United

Kingdom including the consumer lending industry It also contained provisions enabling the transfer of regulation of

credit agreements regulated by the CCA from the Office of Fair Trading (OFT) to the Financial Conduct Authority

(FCA) The relevant secondary legislation was enacted in 2013 and 2014 and the transfer was effected on 1 April 2014

The FCA regime presents consumer credit firms with a complicated and challenging compliance burden which is

substantially different to the governance of the OFT In order to comply with the new regime and given FRB London is

already authorised by the Prudential Regulation Authority (PRA) and regulated by the FCA and the PRA FRB London

has received permission from the PRAFCA in order to provide consumer credit and related activities In order to obtain

such a licence FRB London was required to demonstrate that it satisfies and continues to satisfy certain minimum

standards set out in the FSMA including certain specified Threshold Conditions

The Financial Services and Markets Act 2000 (FSMA) gives the FCA the power to authorise supervise and bring

enforcement actions against lenders as well as to make rules for the regulation of consumer credit The Consumer Credit

sourcebook (CONC) contained in the FCA Handbook incorporates prescriptive regulations for lenders such as FRB

London mandatory affordability checks on borrowers restricting how lenders can advertise as well as pre and post-

contract requirements The provisions of the CONC took effect from 1 April 2014

Specifically from 1 April 2014 all consumer credit firms must comply with the FCAs high level conduct standards

such as the Principles for Businesses Of particular relevance is the requirement to pay due regard to the interests of

customers and treat them fairly These principles sit behind detailed FCA rules and must be complied with by authorised

consumer credit firms such as FRB London The FCA has the power to stop firms providing regulated financial services

and can levy fines for breaches of FCA rules and other legal requirements including the CCA and the FSMA The FCA

states that its strategy is to use these powers to achieve credible deterrence Credible deterrence means that the FCA

will try to improve standards by showing there are meaningful consequences to breaking FCA rules

As such this regime could result in a greater likelihood of enforcement against firms which breach consumer credit rules

and regulations

Additionally a customer who is a private person may be entitled to claim damages for loss suffered as a result of any

contravention by an FCA authorised firm of a rule under the FSMA This would include a breach of a rule in CONC

18 Financing Contracts regulated by the UKs consumer credit regime including the Consumer Credit Act

1974 (as amended)

A credit agreement is regulated by the CCA FSMA and FCA rules where (a) the customer is or includes an individual

(which includes certain small partnerships and certain unincorporated associations) (b) the amount of credit does not

exceed any applicable financial limit in force when the credit agreement was made (from 6 April 2008 no applicable

financial limit is in force and (c) the credit agreement is not an exempt agreement (for example certain credit

agreements for business purposes with an amount of credit exceeding pound25000 are exempt agreements)

The UK consumer credit regime also regulates the entering into of regulated consumer hire agreements as owner and

certain ancillary consumer credit activities such as credit broking

The application of the CCA to the Financing Contracts which are regulated by the FSMA the CCA and related

legislation (the Regulated Financing Contracts) will have several consequences including but not limited to the

following

a) The Regulated Financing Contract has to comply with licensing and origination requirements If it does not

comply with these requirements then the Regulated Financing Contract may be unenforceable against the

Obligor (a) without an order of the FCA or the court (depending on the facts) if FRB London or any broker did

not hold the required licence or authorisation at the relevant time or (b) without a court order if other

origination requirements as to pre-contract disclosure documentation and procedures are not complied with and

in exercising its discretion whether to make the order the court has regard to any prejudice suffered by the

Obligor and any culpability by FRB London

b) The Obligor is entitled to terminate a Regulated Financing Contract before the final payment under the relevant

Regulated Financing Contract falls due under section 99 of the CCA Please note that in accordance with this

27

section the Obligor does not get to keep the goods upon termination of the Regulated Financing Contract

Rather the Obligor must return the goods If an Obligor fails to return the goods then proceedings may need to

be issued for a return of goods order

c) The Obligor is entitled to terminate the Regulated Financing Contract and to exercise an option to keep the

goods financed by the Regulated Financing Contract by giving notice and paying the applicable amount

payable on early settlement The amount payable by the Obligor on early settlement of the Regulated Financing

Contract is restricted by a formula under the CCA In the case of a Regulated Financing Contract a rebate may

be due to the Obligor in early settlement However this rebate is only available in circumstances specified in

regulations made under the CCA For example the right to a rebate is not available in the event that the Obligor

has exercised his rights under section 99 of the CCA (see paragraph (b) above )

d) In addition from 1 February 2011 pursuant to Regulation 30 of the Consumer Credit (EU Directive)

Regulations 2010 (the EU Directive Regulations) amending section 94 of the CCA the Obligors under a

Regulated Financing Contract have a right to make partial early repayments of the Regulated Financing Contract

One or more partial early repayment(s) may be made at any time during the life of the relevant Regulated

Financing Contract subject to the Obligor taking certain steps as outlined in EU Directive Regulation 30(4) and

implemented into section 94(4) of the CCA The provisions on partial early settlement are largely the same as

those for full early settlement and the framework operates in a similar way

e) If with regards to a Regulated Financing Contract certain default or enforcement proceedings are taken or

notice of early termination is served on an Obligor the Obligor can apply to the court under section 129 of the

CCA for a time order to change the timing of payments under his Regulated Financing Contract or to repay the

outstanding sum by lower instalments than provided for in his Regulated Financing Contract Under the

provisions of the CCA the court has a wide discretion to make an order incorporating such amendments to the

relevant Regulated Financing Contract as it considers fit in order to achieve the objectives of the time order

f) If a Regulated Financing Contract has been improperly executed (as such term is used in the CCA) or

improperly modified in accordance with the provisions of the CCA it may be unenforceable unless a court order

has been obtained For example a Regulated Financing Contract may be unenforceable in circumstances where

(i) there is no Regulated Financing Contract signed by the Obligor (ii) the broker or creditor did not hold the

relevant licence or authorisation at the relevant time andor (iii) the form and content of the agreement do not

conform with the relevant pre-contract disclosure requirements documentation and procedure requirements

under the CCA FCA rules and other applicable legislation To mitigate this risk FRB London has provided

certain representations and warranties with regard to the Purchased Receivables as described in more detail in

the section entitled SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS - Receivables

Purchase Agreement

g) FRB London has to comply with servicing requirements For example FRB London is required to comply with

specific requirements regarding variation of the Regulated Financing Contracts and the provision of such

information as periodic statements arrears notices and default notices Failure to comply with such requirements

could result in the Regulated Financing Contract becoming unenforceable (although depending on the

circumstances such unenforceability may only last while the default continues or until compliance is achieved)

Further the Obligor is not liable to pay interest or default fees for any period when FRB London fails to comply

with requirements as to periodic statements or arrears notices

h) The Obligor is not liable to pay default interest (ie interest on sums unpaid in breach of the credit agreement) at

a higher rate than the non-default interest rate or (where the non-default interest rate is 0 per cent) at a higher

rate than the annual percentage rate of the total charge for credit (the APR)

i) The court has power to give relief to the Obligor For example the court may (a) make a time order giving the

Obligor time to pay arrears or to remedy any other breach (b) impose conditions on or suspend any order made

by the court in relation to the credit agreement and (c) amend the Regulated Financing Contract in consequence

of a term of an order made by the court under the CCA

j) The court has power in certain circumstances to determine that the relationship between FRB London and the

Obligor arising out of the Regulated Financing Contract (whether alone or with any related agreement) is unfair

to the Obligor If the court makes the determination then it may make an order among other things requiring

the originator or any assignee such as the Issuer to repay any sum paid by the Obligor by virtue of the

28

Regulated Financing Contract or any related contract In deciding whether to make the determination the court

is required to have regard to all matters it thinks relevant including FRB Londons conduct before and after

making the credit agreement and may make the determination even after the relationship has ended Once the

Obligor alleges that an unfair relationship exists the burden of proof is on FRB London to prove the contrary

Plevin v Paragon [2014] UKSC 61 a November 2014 Supreme Court judgment has clarified that compliance

with the relevant regulatory rules by the creditor (or a person acting on behalf of the creditor) does not preclude

a finding of unfairness as a wider range of considerations may be relevant to the fairness of the relationship than

those which would be relevant to the application of the rules Where add-on products such as GAP insurance are

sold and are subject to significant commission payments it is possible that the non-disclosure of commission by

the lender is a factor that could form part of a finding of an unfair relationship

In November 2015 the FCA published its Consultation Paper CP 1539 entitled Rules and guidance on

payment protection insurance complaints which amongst other things consulted and is currently consulting on

introducing new rules andor guidance on how firms should handle relevant PPI claims in light of the Plevin

judgment In August 2016 the FCA published its feedback on CP 1519 in its Consultation Paper CP 1620

Based on the feedback received the FCA concluded that its rationale for introducing the new rules and guidance

was correct The FCA have decided to consult further on their proposals but have stated that if they decide

following further consultation to proceed with their proposal the Plevin rules and guidance would come into

force by the end of March 2017 which are to be brought in to deal with the impact of the judgment on

complaints about PPI The deadline for comment on the consultation was the end of February 2016 and new

rules andor guidance are expected to be published in 2016 which may result in an increase in the volume of

Plevin-based unfair relationship claims brought against lenders who failed to disclose significant PPI

commissions when entering into credit agreements

The FCA has given no indication during its period of consultation that it will extend the Plevin PPI complaints

rules and guidance specifically to undisclosed commissions in relation to GAP insurance Although the FCA

told firms to be aware of Plevin and its impact on lenders failures to disclose commissions during its GAP

insurance consultation CP 1429 in the Spring of 2015 the FCA did not address Plevin when it published its

policy statement PS 1513 in June last year

k) An Obligor who is a private person may be entitled to claim damages for loss suffered as a result of any

contravention by an FCA authorised person of a rule under the FSMA As mentioned above at paragraph 17

above from 1 April 2014 such rules include rules in the CONC which transposes certain requirements

previously made under the CCA and OFT guidance The Obligor may be able to set off the amount of the claim

for contravention of CONC against the amount owing by the Obligor under the Regulated Financing Contract or

any other Regulated Financing Contract he has taken with the authorised person (or exercise analogous rights in

Scotland or Northern Ireland) Any such set-off may adversely affect the Issuers ability to make payments in

full when due under the Notes

l) Under CONC 642 in circumstances where there is more than one regulated agreement between an Obligor and

a regulated firm upon an Obligor making any payment in respect of those agreements which is not sufficient to

discharge the total amount then due under all the agreements the Obligor is entitled to specify how such

repayment is allocated between the outstanding agreements This right of appropriation may arise in relation to

HP Contracts which are originated together with a HP+ Unsecured Loan where an Obligor is entitled to specify

how any shortfall amounts paid would be allocated between the HP Contract and any related HP+ Unsecured

Loan and therefore could choose to allocate such amounts to repayment of the HP+ Unsecured Loan (and such

amounts would not be for the account of the Issuer) in preference to the HP Contract

m) The Financial Ombudsman Service (the FOS) is an out-of-court dispute resolution scheme with jurisdiction to

determine complaints against authorised persons under the FSMA relating to conduct in the course of specified

regulated activities including in relation to consumer credit The FOS is required to determine each case

individually with reference to its particular facts Each case is first adjudicated by an adjudicator Either party

may appeal to a final decision by the FOS The FOS is required to determine complaints by reference to what is

in its opinion fair and reasonable in all the circumstances of the case taking into account among other things

law and guidance and may order a money award to the Obligor It is not possible to predict how any future

decision of the FOS would affect the Issuers ability to make payments in full when due under the Notes

29

n) FRB London has interpreted certain technical rules under the CCA in a way common with many other lenders in

the vehicle finance market In addition certain issues with the regulated Financing Contracts in respect of

compliance with the applicable pre-contractdisclosure of information regulations and applicable agreement

regulations have been identified If such interpretation were held to be incorrect by a court or other dispute

resolution authority the Regulated Financing Contract would be unenforceable as described above If such

interpretation were challenged by a significant number of Obligors this could lead to significant disruption and

shortfall in the income of the Issuer

Court decisions have been made on technical rules under the CCA against certain lenders but these are very few

and are generally county court decisions which are not binding on other courts Where agreements are

unenforceable without a court order due to minor documentary defects certain lenders have pursued such debts

as though they are simply enforceable until such time as those defects were raised by a borrower andor the

court in any claim However this approach carries additional risk due to the regulatory obligations that now

apply under the FCA rules (which extends to reporting breaches of the CCA and secondary legislation) To

mitigate the risks associated with this approach certain lenders rely on the decision in McGuffick v Royal Bank

of Scotland [2010] 1 All ER 634 in which the High Court ruled that in relation to agreements which were

unenforceable by reason of failures to provide copies under sections 77 and 78 CCA steps which fell short of

obtaining a court judgment against the borrower were not enforcement within the meaning of the CCA

19 Liability for dealers misrepresentations and breach of contract

a) Regulated Financing Contracts

An Obligor could claim against FRB London as the counterparty to a Financing Contract in relation to any

misrepresentations made by the dealer during negotiations between a dealer and Obligor before execution of the relevant

Regulated Financing Contract or for a breach of contract This liability arises in relation to for example insurance

products where the creditor can be liable to the customer for misrepresentation and breach of contract by an insurer in an

insurance contract between the insurer and the customer and financed by a regulated Finance Contract or in the context of

defects and recalls as to which see the risk factor entitled Risks Related to a Manufacturer Recall including recent

Volkswagen engine issues at paragraph 7 above In respect of those Financing Contracts which are HP Contracts

originated together with HP+ Unsecured Loans there is a risk that an Obligor may seek to claim against FRB London as

the lender in relation to amounts due under such HP Contract in relation to misrepresentations made by the dealer in

respect of the related HP+ Unsecured Loan

In all the above circumstances FRB London normally has a right to be reimbursed by the dealer or other supplier for any

amount paid to the Obligor in respect of the Obligors claim and any costs (including legal costs) incurred in defending

the claim If any such case arises and the Obligors claim is successful FRB London would ordinarily seek to sell the

Financed Object back to the dealer

b) All Financing Contracts including Regulated Financing Contracts

Under the Supply of Goods (Implied Terms) Act 1973 or CRA15 an Obligor may also make a claim for breach of

contract against FRB London or potentially terminate the Financing Contract for repudiatory breach if the Financed

Object the subject of the Financing Contract is not of satisfactory quality (which includes an assessment of whether it is

fit for its intended purpose) This may include a claim arising from a defect or other manufacturing irregularity with

respect to the Financed Object as to which see the risk factor entitled Risks Related to a Manufacture Recall including

recent Volkswagen engine issues at paragraph 7 above Under the terms of each Financing Contract there is one clause

which purports to restrict FRB Londons liability for any loss injury or damage (other than death or personal injury)

caused by FRB Londons negligence or breach of contract This clause is expressly stated to be subject to the relevant

implied terms of the Supply of Goods (Implied Terms) Act 1973 or CRA15 in relation to title conformity of the vehicles

in question as to description sample quality and fitness for a particular purpose

Where the Obligor makes the contract other than in the course of a business this exclusion does not affect the Obligors

statutory rights that the goods be of satisfactory quality and fit for their intended purpose Where the Obligor makes the

contract in the course of a business the exclusion of liability will only be binding if it meets a statutory test of

reasonableness Whenever this test is not satisfied FRB London will need to seek to rely on its right to be reimbursed by

the dealer to the extent applicable (described above)

In the above circumstances FRB London normally has a right to claim against the supplier for any amount paid to the

Obligor in respect of the Obligors claim and any costs (including legal costs) incurred in defending the claim If any such

30

case arises and the Obligors claim is successful FRB London would also ordinarily seek to sell the vehicle back to the

supplier

20 Protected Goods

If under a Regulated Financing Contract the Obligor has paid FRB London at least one-third of the total amount payable

under the relevant Regulated Financing Contract and is in breach of the Regulated Financing Contract the Financed

Object becomes protected pursuant to the CCA and FRB London is not entitled to repossess the Financed Object

unless it first obtains an order from the court to this effect This only applies where the property in the goods remains

with FRB London

If however the Obligor terminates the Regulated Financing Contract the Financed Object ceases to be protected and

FRB London may effect repossession unless the court grants the Obligor a time order rescheduling the Obligors

outstanding liabilities under the Regulated Financing Contract or otherwise exercises any other discretion which it may

have under the CCA

Regardless of whether the goods are protected section 92 of the CCA protects the Obligor under a regulated hire

purchase agreement from the creditor trying to gain entry to the Obligors premises in an effort to recover possession of

the goods subject to the relevant agreement without first obtaining a court order

See THE PROVISIONAL RECEIVABLES POOL for portfolio data on the financing contracts regulated by the CCA

21 Other Risks Resulting from Consumer Credit Legislation

a) Unfair Terms in Consumer Contracts Regulations 1999

The Unfair Terms in Consumer Contracts Regulations 1999 (the UTCC Regulations) apply in relation to the

Financing Contracts involving customers entered into prior to 1 October 2015 An Obligor may challenge a term in an

agreement on the basis that it is unfair within the meaning of the UTCC Regulations and therefore not binding on the

Obligor (although the contract itself shall continue to bind the parties if it is capable of continuing in existence without

the unfair term) In addition the FCA or a qualifying body (as defined in the UTCC Regulations) may seek an injunction

(or in Scotland interdict) preventing a business from relying on an unfair term

A term shall be regarded as unfair if contrary to the requirement of good faith it causes a significant imbalance in the

parties rights and obligations arising under the contract to the detriment of the consumer It should be noted that there is

no strict definition as to what will constitute an unfair term although Schedule 2 to the UTCC Regulations provides a

(non-exhaustive) list of terms that may potentially be deemed to be unfair The assessment of unfairness will take into

account all the circumstances attending the conclusion of the contract

Ultimately only a court can decide whether a term is fair however it will take into account any relevant guidance

published by the Competition and Markets Authority or the FCA The FCA had previously published guidance on how it

would interpret the UTCC Regulations This guidance was withdrawn in March 2015 following a number of decisions by

the Court of Justice of the European Community and the enactment of CRA15 on 1 October 2015 and the repeal on that

date of the UTCC Regulations The FCA will also consider the terms of agreements and how the terms are applied in

light of their Treating Customers Fairly principle In particular they will look at whether satisfactory outcomes have

been achieved for customers

For transactions entered into on and after 1 October 2015 the CRA15 will apply in place of the UTCC Regulations The

CRA15 continues to provide consumers with substantially the same rights as they enjoyed under the UTCC Regulations

and also extends protection to announcements or other communications whether or not in writing that may be seen by

the consumer that are related to the Financing Agreement The CRA15 makes both consumer contracts and consumer

notices unenforceable if they fail the fairness test introduces a more stringent test for fairness by making main subject

matter of the contract or terms which set the price subject to the fairness test if they are not both transparent and

prominent and introduces new terms into the list of potentially unfair clauses in consumer contracts

In addition no assurance is given that future changes to the CRA15 the manner in which the CRA15 is applied

interpreted or enforced or changes to guidance on interest variation terms will not have an adverse effect on the

Purchased Receivables the Seller the Servicer the Agent Bank the Paying Agent or the Issuer and their respective

businesses and operations This may adversely affect the ability of the Issuer to dispose of the Purchased Receivables or

any part thereof in a timely manner andor the realisable value of the Purchased Receivables or any part thereof and

accordingly affect the ability of the Issuer to meet its obligations under the Notes when due

31

b) Unfair Commercial Practices Directive 2005

On 11 May 2005 the European Parliament and the Council adopted the Unfair Commercial Practices Directive (SI

200529EC) (the UCPD) The UCPD is a maximum harmonisation Directive which means that (except for financial

services and immoveable property) Member States may not impose more stringent provisions than those provided for by

the UCPD

The UCPD seeks to harmonise unfair trading laws in all Member States by (i) introducing a general prohibition on

traders not to treat consumers unfairly (ii) obliging businesses not to mislead consumers through acts or omissions or

through subjecting them to aggressive commercial practices such as high pressure selling techniques and (iii)

introducing a prohibition of specified practices that will be deemed unfair in all circumstances The UCPD has a wide

scope in that it prohibits unfair business-to-consumer practices in all sectors however it only focuses on the protection

of economic interests Other interests such as health safety taste or decency are outside its scope

The UCPD is intended to protect only the collective interests of consumers it does not seek to provide individual

consumers with a private right of action

The Consumer Protection from Unfair Trading Regulations 2008 (SI 20081277) (the Consumer Protection

Regulations) which implement the UCPD came into force on 26 May 2008

The Consumer Protection Regulations are comprised of three key restrictions

a) Regulation 3 sets out a general prohibition of unfair commercial practices so as to catch all practices which do

not fall into the specific prohibitions of misleading and aggressive practices or the specifically banned practices

In accordance with Regulation 3 a commercial practice is unfair if

(i) the practice contravenes the requirements of professional diligence (which is the special skill and care a

trader may be reasonably expected to exercise commensurate with honest market practice or the general

principle of good faith in its field of activity) and

(ii) the practice materially distorts or is likely to materially distort the economic behaviour of the average

consumer with regard to the product in question

b) Regulations 5 to 7 set out specific prohibitions in respect of misleading actions or omissions and aggressive

practices respectively

c) Schedule 1 to the Consumer Protection Regulations contains a list of 31 specified commercial practices that are

in all circumstances to be deemed unfair Evidence of their effect or likely effect on the average consumer is

not required in order to prove a breach under the Consumer Protection Regulations

Enforcers (such as the Trading Standards Service) may take civil enforcement action in respect of a breach of the

Consumer Protection Regulations and consumers also have a right to redress for prohibited practices including a right to

unwind agreements claim damages or obtain a discount

22 General

No assurance can be given that changes will not be made to the regulatory regime and developments described above in

respect of the vehicle finance market in the United Kingdom generally FRB Londons particular sector in that market or

specifically in relation to FRB London Any such action or developments in particular but not limited to the cost of

compliance may have a material adverse effect on FRB London the Issuer andor the Servicer and their respective

businesses and operations This may adversely affect the Issuers ability to make payments in full when due under the

Notes

23 Risk of Non-Existence of Purchased Receivables

In the event that any of the Purchased Receivables have not come into existence at the time of their assignment to the

Issuer under the Receivables Purchase Agreement such assignment would not result in the Issuer acquiring ownership

title in such Purchased Receivable The Issuer would not receive adequate value in return for its Purchase Price payment

This result is independent of whether the Issuer at the time of assignment is not aware of the non-existence and

therefore acts in good faith with respect to the existence of such Purchased Receivable or not This risk however will be

mitigated by contractual representations and warranties and the contractual obligation that the Seller shall pay to the

Issuer an amount equal to the deemed amount of the Principal Balance of such non-existent Receivables as at the date of

32

such payment There can be no assurance that the Seller will have the financial resources to make any such payment

This may affect the ability of the Issuer to make payments on the Notes For more information see summary of the

PRINCIPAL TRANSACTION DOCUMENTS - RECEIVABLES PURCHASE AGREEMENT

24 Scottish Receivables

Certain of the Financing Contracts (in respect of Purchased Receivables constituting approximately 543 of the

Provisional Pool) have been entered into with Obligors who are (a) consumers and (b) located in Scotland whilst certain

of the vehicles financed pursuant to the Financing Contracts are located in Scotland In such circumstances

notwithstanding the express choice of English law as the governing law of the contract there is a risk that the Scottish

courts could treat the express governing law clause and exclusive jurisdiction provisions as not binding on the relevant

Obligor and instead apply Scots law based on regulations 5 and 8 of the Unfair Terms in Consumer Contracts

Regulations 1999 and related OFT Guidance and from 1 October 2015 CRA15

If a Scottish court were to declare that a Financing Contract was in fact governed by Scots law as the express governing

law was unenforceable (a Scottish Financing Contract) the Scottish court would declare that such Scottish Financing

Contract had always been governed by Scots law and that the Scottish Financing Contract should therefore be

interpreted as a matter of Scots law There is therefore a risk that the transfer of Purchased Receivables derived from

Scottish Financing Contracts (Scottish Receivables) by the Seller to the Issuer pursuant to an English law Receivables

Purchase Agreement may not be considered to be a valid transfer by the Scottish courts

To mitigate this risk the Seller will declare a trust (the Scottish Trust) in favour of the Issuer over the Scottish

Receivables and the Issuer will be the beneficiary under the Scottish Trust To the extent a Scottish court considers the

relevant Financing Contract to be governed by Scots law legal title to the relevant Scottish Receivable will accordingly

remain with the Seller because no formal assignation thereof duly intimated to the relevant Obligor(s) will be made The

legal position of the Issuer under the Scottish Trust is substantially in accordance with that set out above in relation to the

holding of an equitable interest in the Purchased Receivables governed by the laws of England and Wales

In respect of PCP Contracts relating to vehicles located in Scotland to mitigate the risk where a Scottish Obligor

exercises its option to return the vehicle at the end of the term in accordance with the terms of the PCP Contract the

Seller will grant a floating charge (the Scottish Vehicle Sales Proceeds Floating Charge) in favour of the Issuer in

respect of the proceeds of sale of any vehicle located in Scotland returned to the Seller at the end of a PCP Contract and

subsequently sold

The fixed charge granted by the Issuer in favour of the Trustee over the Issuers assets includes among other things an

assignation in security of the Issuers interest in the Scottish Trust

The Scottish Declaration of Trust is described in detail in the section headed SUMMARY OF THE PRINCIPAL

TRANSACTION DOCUMENTS - Receivables Purchase Agreement

25 Scottish Government Referendum

On 18 September 2014 a referendum was held on the issue of Scottish independence from the United Kingdom The

result of the referendum was against Scottish independence However increased devolution of powers to the Scottish

Government was promised by the UK Government and the United Kingdom referendum on membership of the

European Union has potentially re-fuelled Scotlands desire for independence (see the risk factor United Kingdoms

Referendum at paragraph 26 below)

On 23 March 2016 the Scotland Act 2016 received Royal Assent and passed into UK law Amongst other things the

Scotland Act 2016 passes control of income tax to the Scottish Parliament by giving it the power to raise or lower the rate

of income tax and thresholds for non-dividend and non-savings income of Scottish residents Whilst the majority of the

provisions are not expected to have an adverse impact on the Scottish economy or on consumer loan origination in

Scotland increased powers for the Scottish Parliament to control income tax could mean that Obligors in Scotland are

subject to a different rate of income tax from borrowers in the same income bracket in England and Wales which may

affect some Scottish Obligors ability to pay amounts when due under the Financing Contracts and which in turn may

adversely affect the ability of the Issuer to make payments under the Notes

The impact of this result in the economic climate in Scotland and political and policy developments is uncertain and it is

possible that a second referendum may be held The impact of these events may affect the Obligors ability to pay

33

amounts when due on the Purchased Receivables originated in Scotland which may adversely affect payments on the

Notes

26 United Kingdoms Referendum

On 23 June 2016 the UK held a referendum to decide on the UKs membership of the European Union The UK vote was

to leave the European Union There are a number of uncertainties in connection with the future of the UK and its

relationship with the European Union The negotiation of the UKs exit terms is likely to take a number of years Until

the terms and timing of the UKs exit from the European Union are clearer it is not possible to determine the impact that

the referendum the UKs departure from the European Union andor any related matters may have on general economic

conditions in the UK or on the parties to the Transaction Documents Furthermore the position of Scotland and Northern

Ireland whose voters elected to remain in the European Union is unclear and the likely repercussions of the UKs

proposed exit on both states are not possible to predict at this point As such no assurance can be given that such matters

would not adversely affect the ability of the Issuer to satisfy its obligations under the Notes andor the market value

andor the liquidity of the Notes in the secondary market

27 Risks Relating to the Insolvency of the Issuer

Small companies moratorium

The Insolvency Act 2000 introduced significant changes to the UK insolvency regime including provisions which allow

certain small companies to obtain protection from their creditors for a period of 28 days for the purposes of putting

together a company voluntary arrangement with the option for the creditors to extend the protection period for a further

two months

During this period no insolvency procedures may be commenced in relation to the company any security created by the

company over its property cannot be enforced and no other legal process can be taken in relation to the company except

with the consent of the court

A company may continue to make payments in respect of its debts in existence before the beginning of the moratorium

only if there are reasonable grounds for believing such payments will benefit the company and the payment is approved

by either the moratorium committee of the creditors of the company or if none by a nominee of the company appointed

under the provisions of the Insolvency Act 2000

For the purposes of the Insolvency Act 2000 a small company is defined as one which satisfies two or more of the

following criteria (i) its turnover is not more than pound56 million (ii) its balance sheet total is not more than pound28 million

and (iii) the number of its employees is not more than 50

For as long as the turnover of the Issuer is greater than pound56 million and its balance sheet total is greater than pound28 million

the Issuer will not be regarded as a small company under the law as it currently stands The Secretary of State for Trade

and Industry may by regulation in the future modify the eligibility requirements for the applicability of the Insolvency

Act 2000 and the definition of a small company

Whether or not the Issuer is a small company within the provisions of the Insolvency Act 2000 will be an accounting

matter determined on a financial year by financial year basis for the Issuer

Pursuant to regulations made by the Secretary of State which came into force on 1 January 2003 companies which are

party to an agreement which is or forms part of a capital market arrangement under which a party incurs or when the

agreement was entered into was expected to incur a debt of at least pound10 million and which involves the issue of a capital

market investment are excluded from being eligible for the moratorium The definitions of capital market arrangement

and capital market investment are broad such that in general terms any company which is a party to an arrangement

which involves at least pound10 million of debt the granting of security to a trustee and the issue of a rated listed or traded

debt instrument may be ineligible to seek the benefit of the small companies moratorium

In addition there is an exclusion from the moratorium provisions for any company which has incurred a liability

(including a present future or contingent liability) of at least pound10 million While the Issuer should fall within this

exception there is no guidance as to how the legislation will be interpreted and the Secretary of State for Trade and

Industry may by regulation modify the exceptions No assurance may be given that any modification of the eligibility

requirements for small companies andor the exceptions will not be detrimental to the interests of the Noteholders

34

The moratorium provisions may serve to limit the Trustees ability to enforce the security granted by the Issuer if first

the Issuer falls within the eligibility criteria for a moratorium at the relevant time secondly if the directors of the Issuer

seek a moratorium in advance of a company voluntary arrangement and thirdly if the Issuer is considered not to fall

within an exception in those circumstances the enforcement of the security by the Trustee may for a period be

prohibited by the imposition of the moratorium

Even if a moratorium could delay enforcement proceedings against the Issuer this would be for a maximum period of

only three months as described above (subject to the Secretary of State increasing by order the period for which a

moratorium may be obtained) In addition even if a protection period were granted in relation to it it could obtain

approval to continue to make payments in accordance with the Trust Deed and the Conditions

Share of floating charge assets for unsecured creditors

The Enterprise Act 2002 (the Enterprise Act) also inserted a new Section 176A into the Insolvency Act which

provides that where a company has gone into liquidation or administration or where there is a provisional liquidator or

receiver a prescribed part of the companys net property is to be applied in satisfaction of unsecured debts in priority

over floating charge holders

By virtue of the relevant prescribing order the ring fencing of the prescribed part applies to floating charges which

are created on or after 15 September 2003 The amount available for unsecured creditors will depend upon the value of

the Chargors net property being the amount of the Chargors property which would otherwise be available for

satisfaction of the claims of floating charge holders or holders of a debenture secured by a floating charge As at the date

of this Prospectus the prescribed part has been set as 50 of the first pound10000 of a companys net property and 20

of the net property that exceeds pound10000 provided that such amount may not exceed pound600000 Where the companys net

property is less than a prescribed minimum of pound10000 the liquidator administrator or receiver may disapply this rule

without application to the Court in respect of a company if it thinks that the cost of making a distribution to unsecured

creditors would outweigh the benefits If the companys net property is more than the prescribed minimum the liquidator

administrator or receiver may apply to the Court for an order that the rule may be disapplied on the same ground

Accordingly any floating charge realisations upon the enforcement of the Issuer Security will be reduced by the

operation of the ring fencing provisions A receiver appointed by the Trustee would also be obliged to pay preferential

creditors out of floating charge realisations in priority to payments to the Transaction Creditors (including the

Noteholders) respectively Following the amendments to the Insolvency Act introduced by the Enterprise Act the

categories of preferential debts are certain amounts payable in respect of occupational pension schemes employee

remuneration and levies on coal and steel production It should be noted however that pursuant to the covenants

contained in the relevant Transaction Documents the Issuer is not permitted to have any employees and its activities are

otherwise restricted Accordingly if the Issuer complies with the covenants contained in the Transaction Documents it is

unlikely that the Issuer will have any preferential creditors

Appointment of administrative receiver in respect of Issuer

As a result of the amendments made to the Insolvency Act by the Enterprise Act the holder of a qualifying floating

charge created on or after 15 September 2003 is prohibited from appointing an administrative receiver and consequently

is unable to prevent the Chargor entering into administration unless the floating charge falls within one of the exceptions

set out in sections 72A to 72GA of the Insolvency Act

The Trustee will not be entitled to appoint an administrative receiver over the assets of the Issuer unless the floating

charges in its favour fall within at least one of the exceptions

The exceptions include a capital markets exception in respect of in certain circumstances the appointment of an

administrative receiver pursuant to an agreement which is or forms part of a capital market arrangement (as defined

in the Insolvency Act) This exception will apply if a party incurs or when the agreement in question was entered into

was expected to incur a debt of at least pound50 million and if the arrangement involves the issue of a capital market

investment (also defined in the Insolvency Act but generally a rated traded or listed bond)

Although there is yet no case law on how this exception will be interpreted the exception should be applicable to the

transactions described in this Prospectus so far as it concerns the floating charge created by the Issuer under the Deed of

Charge However the Secretary of State may by secondary legislation modify the exceptions to the prohibition on

appointing an administrative receiver andor provide that the exception shall cease to have effect No assurance can be

35

made that any such modification or provisions in respect of the capital market exception will not be detrimental to the

interests of the Noteholders

Financial Collateral Arrangements (No 2) Regulations

The Financial Collateral Arrangements (No 2) Regulations 2003 (SI 2003 No 3226) (the Financial Collateral

Regulations) (which implement the Financial Collateral Directive (Directive 200247EC)) sets out certain rules

governing the provision of financial instruments and cash as collateral The Financial Collateral Regulations apply to

financial collateral provided by way of an outright transfer and to security interests The effect of the Financial Collateral

Regulations on the security interests to be created in connection with the transactions contemplated in this Prospectus

may be to disapply key pieces of insolvency law such as the restrictions on the enforcement of security which are

contained in the Insolvency Act and which would otherwise apply to security taken over financial collateral

The Financial Collateral Regulations are uncertain for a number of reasons including whether the Financial Collateral

Regulations have interpreted Directive 200247EC too widely and in the absence of any case law on the Financial

Collateral Regulation or further guidance being given on its interpretation the exact scope and effect of the Financial

Collateral Regulations is unclear

Receiver as agent

A receiver would generally be the agent of a company until the companys liquidation and thus while acting within his

powers will enter into agreements and take actions in the name of and on behalf of the company The receiver will be

personally liable on any contract entered into by him in carrying out his functions (except in so far as the contract

provides otherwise) but will have an indemnity out of the assets of the company If however the receivers appointor

unduly directed or interfered with or influenced the receivers actions a court may decide that the receiver was the agent

of his appointor and that his appointor should be responsible for the receivers acts and omissions

The Trustee is entitled to receive remuneration and reimbursement for its expenses and an indemnity out of the assets of

the Issuer for its potential liabilities Such payments to the Trustee will rank ahead of payments by the Issuer under the

Notes Accordingly should the Trustee become liable for acts of such a receiver the amount that would otherwise be

available for payment to the Noteholders may be reduced

If the company to which the receiver is appointed goes into liquidation then as noted above the receiver will cease to be

that companys agent At such time he will then act either as agent of his appointor or as principal according to the facts

existing at that time If he acts as agent of his appointor then for the reasons set out in the foregoing paragraph the

amount that would otherwise be available for payment to Noteholders may be reduced If the receiver acts as principal

and incurs a personal liability he will have a right of indemnity out of the assets in his hands in respect of that liability

and the amount that would otherwise have been available for payment to the Noteholders (subject to any claims of the

Trustee to such amount) would be reduced accordingly

Preferential debts

An administrator or receiver appointed by the Trustee would be obliged to pay preferential creditors out of floating

charge realisations in priority to payments to the Transaction Creditors (including the Noteholders) For the purpose of

this section preferential debts mean the categories of debts listed in Schedule 6 to the Insolvency Act which include

certain pension scheme contributions and remuneration of employees but in respect of insolvencies commencing on or

after 15 September 2003 no longer include debts due to HM Revenue and Customs or social security contributions

following the Enterprise Act being brought into force It should be noted however that pursuant to the covenants

contained in the Transaction Documents the Issuer is not permitted to have any employees and its activities are



Administration expenses

If the Trustee is prohibited from appointing an administrative receiver whether by virtue of the amendments made to the

Insolvency Act by the Enterprise Act or otherwise or fails to exercise its right to appoint an administrative receiver

within the relevant notice period and an administrator was appointed to the Issuer the expenses of the administration

would also rank ahead of the claims of the Trustee as floating charge holder Furthermore in such circumstances the

administrator would be free to dispose of floating charge assets without the leave of the court although the Trustee

36

would have the same priority in respect of the property of the company representing the floating charge assets disposed

of (if any) as it would have had in respect of such floating charge assets

Recharacterisation of fixed security interest

The law in England and Wales relating to the characterisation of fixed charges is unsettled

There is a possibility that a court could find that certain of the fixed security interests expressed to be created by the Deed

of Charge which is governed by English law could take effect as floating charges notwithstanding that they are

expressed to be fixed charges if for example it is determined that the Trustee does not exert sufficient control over the

relevant charged property for the security to be said to constitute fixed charges

If the fixed security interests are recharacterised as floating security interests the claims of (i) any unsecured creditors of

the Issuer in respect of that part of its net property which is ring fenced as a result of the Enterprise Act (see Share of

floating charge assets for unsecured creditors above) and (ii) certain statutorily defined preferential creditors (see

Preferential Debts above) of the Issuer may have priority over the rights of the Trustee to the proceeds of enforcement

of such security

28 Permitted Investments

The Issuer has the right to make certain interim investments of money standing to the credit of the Issuer Account and the

Cash Reserve Account by investing them in Permitted Investments These investments must be held with an institution

having appropriate ratings However it may be that irrespective of any such rating such investments will be

irrecoverable due to bankruptcy or insolvency of the debtor under the investment or of a financial institution involved or

due to the loss of an investment amount during the transfer thereof Additionally the return on an investment may not be

sufficient to cover fully interest payment obligations due from the investing entity on the funding used to purchase such

investment In this case the Issuer may not be able to meet all of its payment obligations None of the Issuer the Servicer

andor the Trustee will be responsible for any such loss or shortfall

29 Reliance on Warranties

If the Purchased Receivables should partially or totally fail to conform at the Initial Cut-Off Date or the Additional Cut-

Off Dates as applicable to the warranties given by the Seller in the Receivables Purchase Agreement and such failure

has a Material Adverse Effect on the interests of the Issuer or the Noteholders the Seller shall have until the end of the

Monthly Period which includes the thirtieth (30th) calendar day (or if the Seller elects an earlier date) after the date that

the Seller became aware or was notified of such failure to cure or correct such failure Any such breach or failure will not

be deemed to have a Material Adverse Effect if such failure does not affect the ability of the Issuer to receive and retain

timely payment in full on such Purchased Receivable If the Seller does not cure or correct such failure prior to such time

then the Seller is required to repurchase the Purchased Receivable affected by such failure on the Payment Date

following the expiration of such period (other than for the avoidance of doubt in the situation where the Purchased

Receivable does not exist) at a price equal to the Principal Balance of the relevant Purchased Receivables as at the

relevant Repurchase Date The Issuers rights under these provisions are however not secured and the Noteholders bear

the risk deriving from this fact

Under the Receivables Purchase Agreement the Seller will agree to indemnify the Issuer and the Trustee as described

therein (and subject to the limitations set forth in the Receivables Purchase Agreement) from and against all liabilities

resulting from inter alia a breach by the Seller of any of the Transaction Documents the failure by the Seller to comply

with any applicable law rule or regulation imposed upon it by the laws of England and Wales Scotland or South Africa

and the exercise by any Obligor of any right of set-off There can be no assurance that the Seller will have the financial

resources to pay any such indemnity This may affect the ability of the Issuer to make payments on the Notes For more

information see summary of the PRINCIPAL TRANSACTION DOCUMENTS - RECEIVABLES PURCHASE

AGREEMENT

30 Reliance on Administration and Collection Procedures

FRB London in its capacity as Servicer will carry out the administration collection and enforcement of the Purchased

Receivables in accordance with the Servicing Agreement (see SUMMARY OF THE PRINCIPAL TRANSACTION

DOCUMENTS - Servicing Agreement)

Accordingly the Noteholders are relying on the business judgement and practices of FRB London as they exist from

time to time in its capacity as Servicer including enforcing claims against Obligors

37

31 Risk of Change of Servicer

In the event FRB London is replaced as Servicer there may be losses or delays in processing payments or losses on the

Purchased Receivables due to a disruption in servicing during a transfer to a successor Servicer or because the successor

Servicer is not as experienced as FRB London This may cause delays in payments or losses under the Notes In order to

reduce this risk the Issuer has appointed the Back-up Servicer pursuant to the Back-up Servicing Agreement

Upon the termination of the appointment of the Servicer under the Servicing Agreement the Back-up Servicer will

within 60 days of receiving notice of the same replace the Servicer on terms substantially similar to those set out in the

Servicing Agreement

However there is no guarantee that the Back-up Servicer or any successor Servicer will provide the servicing at the same

level as FRB London

In relation to the HP+ Contracts upon the termination of the appointment of the Servicer the Back-up Servicer would

only replace the Servicer in relation to the servicing of the HP Contract and not the related Unsecured Loan There is

some academic discussion as to the interpretation of the CCA section 18 in relation to multiple agreements and as a

result whether the CCA would permit the HP Contract and any related Unsecured Loan to be serviced by two different

servicers In the event that the HP Contract and any related Unsecured Loan were not capable of being serviced by two

separate servicers in compliance with the CCA this may require the HP+ Contracts to be modified to allow for different

servicers of each of the HP Contract and the related Unsecured Loan This may cause delays in payments or losses under

the Notes in relation to the HP+ Contracts In order to mitigate this risk Receivables relating to HP+ Contracts shall be

equal to or less than 10 of the Aggregate Principal Balance of the Purchased Receivables in the Portfolio and the Seller

will represent and warrant accordingly

32 Back-up Servicer

If the appointment of the Back-up Servicer under the Back-up Servicing Agreement is terminated there can be no

assurance that a replacement Back-up Servicer would be found who would be willing and able to service the Purchased

Receivables The ability of any entity acting as replacement Back-up Servicer to fully perform the required services

would depend among other things on the information software and records available to them at the time of the

appointment Any delay or inability to appoint a replacement Back-up Servicer may affect payments being made on the

Notes

The failure of the Back-up Servicer to assume performance of the Services following the termination of the appointment

of the Servicer in accordance with the terms of the Servicing Agreement and the Backup Servicing Agreement could

result in the failure of or delay in the processing of payments on the Purchased Receivables and ultimately could

adversely affect payments of interest and principal on the Notes

33 Commingling Risk

FRB London as the Servicer is entitled to commingle Collections with its own funds for a period up to one calendar

week and is required to pay the Collections accumulated to the Issuer Account on each Transfer Date If FRB London

were unable to remit those funds or were to become insolvent losses or delays in distributions to investors may occur In

order to mitigate this risk the Seller will enter into the amendment and restatement deed relating to a collection accounts

declaration of trust (the Amendment and Restatement Deed relating to a Collection Accounts Declaration of Trust)

declared by the Seller on 29 March 2012 in favour of Turbo Finance 2 plc (Turbo Finance 2 plc having subsequently

been removed as a beneficiary of the trust on 23 September 2014) as amended and restated on 21 November 2012 (to

add Turbo Finance 3 plc and FRB London as beneficiaries of the trust and to extend the trust to all monies standing to the

credit of the Collection Accounts) as amended and restated on 14 November 2013 (to add Turbo Finance 4 plc as

beneficiary of the trust) as amended and restated on 23 September 2014 (to add Turbo Finance 5 plc as beneficiary of the

trust) and as amended and restated on 14 July 2015 (to add Motohouse Limited as beneficiary of the trust) as amended

and restated on 16 February 2016 (to add Turbo Finance 6 as beneficiary of the trust and remove Turbo Finance 3 plc as

beneficiary of the trust) By the Amendment and Restatement Deed the trust declared on 29 March 2012 (as amended

and restated on 21 November 2012 14 November 2013 23 September 2014 14 July 2015 and 16 February 2016) will

be amended on the Closing Date to add the Issuer as beneficiary of the trust

38

34 Conflicts of Interest

FRB London is acting in a number of capacities in connection with the transaction FRB London will have only those

duties and responsibilities expressly agreed to by it in the relevant agreement and will not by virtue of it or any of its

Affiliates acting in any other capacity be deemed to have any other duties or responsibilities or be deemed to be held to a

standard of care other than as expressly provided with respect to each agreement to which it is a party

In addition each of FRB London Merrill Lynch International Lloyds Bank plc BNP Paribas London Branch Well

Fargo Bank NA Wells Fargo Securities International Limited and Wells Fargo Trust Corporation Limited in their

various capacities in connection with the transaction may enter into business dealings from which they may derive

revenues and profits without any duty to account therefor in connection with the transaction

FRB London in particular may hold andor service claims against the Obligors other than the Purchased Receivables The

interests or obligations of FRB London with respect to such other claims may in certain aspects conflict with the interests

of the Noteholders In addition FRB London or another entity within the FRB Group may from time to time hold

certain of the Notes in one or more classes of Notes Until such time as the Class A Notes and the Class B Notes have

been repaid in full and the remaining Notes are held in their entirety by FRB London FirstRand International Limited or

members of the FRB Group neither FRB London FirstRand International Limited nor any other member of the FRB

Group shall be entitled to vote at any meeting of Noteholders in respect of Notes held by it for its benefit However it

should be noted that any such holding of Notes by FRB London FirstRand International Limited or any other member of

the FRB Group may have the effect of reducing the number of votes required to pass a resolution at any meeting of

Noteholders

All the aforementioned parties (and their Affiliates) may engage or may have engaged in commercial relationships in

particular be lender provide general banking investment and other financial services to the Seller the Obligors and

other parties In such relationships the aforementioned parties are not obliged to take into account the interests of the

Noteholders Accordingly because of these relationships potential conflicts of interest may arise out of the transaction

35 Significant Investor

On the Closing Date FirstRand International Limited will purchase all the Class C Notes the Class D Notes and the

Class E Notes and FRB London may purchase certain of the Class A Notes and the Class B Notes FirstRand

International Limited FRB London and any other entity within the FRB Group which holds Notes may retain or sell

some or all of such Notes in the secondary market in individually negotiated transactions at variable prices (which may

in turn affect the liquidity and price of such Notes in the secondary market) Significant concentrations of holdings of

certain Classes of the Notes in one investor may therefore occur Please refer to the section entitled SUBSCRIPTION

AND SALE for further information

36 Changes to the Basel Capital Accord (Basel III)

The Basel Committee on Banking Supervision (the Basel Committee) approved significant changes to the

international prudential regulatory framework for financial institutions (such changes being commonly referred to as

Basel III) In particular Basel III provides for a substantial strengthening of existing prudential rules including new

requirements intended to reinforce capital standards (with heightened requirements for global systemically important

banks) and to establish a leverage ratio backstop for financial institutions and certain minimum liquidity standards

(referred to as the Liquidity Coverage Ratio and the Net Stable Funding Ratio) There is provision for phased

implementation of the capital standards meaning that these requirements will not apply in full until January 2019 with

some minor transitional provisions allowing phase in until 2024 The new Liquidity Coverage Ratio will phase-in from 1

October 2015 but the minimum funding requirement will begin at 60 rising to reach 100 on 1 January 2018 The Net

Stable Funding Ratio is expected to come into force as of 1 January 2018 Implementation of Basel III requires national

legislation and therefore the final rules and the timetable for their implementation in each jurisdiction may be subject to

some level of national variation The EU has implemented Basel III by means of the CRR which became directly

applicable in all EU Member States from 1 January 2014 and the Capital Requirements Directive (the CRD IV) which

Member States were required to implement into national law by 1 January 2014 although some of the new rules have not

yet come into effect and some are being introduced on a gradual basis The Basel Committee published Revisions to the

securitisation framework on 11 December 2014 setting out revisions to the securitisation framework including new

hierarchies of approaches to calculating risk weights and a new risk weight floor of 15 In July 2016 the Basel

Committee amended Revisions to the securitisation framework to include the alternative capital treatment for simple

transparent and comparable securitisations including a new risk weight floor of 10

39

Implementation of the Basel III framework (to the extent that it has not already been fully implemented in member

countries) andor of any of the changes put forward by the Basel Committee as described above may have an impact on

incentives to hold the Notes for investors that are subject to requirements that follow the relevant framework and as a

result they may affect the liquidity andor value of the Notes

In general investors should consult their own advisers as to the regulatory capital requirements in respect of the Notes

and as to the consequences for and effect on them of any changes to the Basel III framework and the relevant

implementing measures No predictions can be made as to the precise effects of such matters on any investor or

otherwise

37 CRA III

On 31 May 2013 the finalised text of Regulation (EU) No 4622013 (CRAIII) of the European Parliament and of the

European Council amending Regulation (EC) No 10602009 (CRA) on credit rating agencies was published in the

Official Journal of the European Union The majority of CRAIII became effective on 20 June 2013 (the CRAIII

Effective Date) although certain provisions will not apply until later Under Article 8b of CRAIII (as amended) the

issuer originator and sponsor of structured finance instruments (SFI) established in the European Union must jointly

publish certain information about those SFI on a specified website set up by the European Securities and Markets

Authority (ESMA) This includes information on the credit quality and performance of the underlying assets of the

SFI the structure of the securitisation transaction the cash flows and any collateral supporting a securitisation exposure

and any information that is necessary to conduct comprehensive and well-informed stress tests on the cash flows and

collateral values supporting the underlying exposures

On 26 January 2015 the Commission Delegated Regulation (EU) 20153 of 30 September 2014 came into force

containing regulatory technical standards (CRAIII RTS) adopted by the European Commission to implement

provisions of CRAIII The CRAIII RTS specify (i) the information that the issuer originator and SFI established in the

European Union must jointly disclose on the ESMA website (ii) the frequency with which this information is to be

updated and (iii) the presentation of this information by means of standardised disclosure templates The CRAIII RTS

will apply only with effect from 1 January 2017 In relation to SFIs issued between the date of entry into force of the

CRAIII RTS and the date of their application the issuer originator and sponsor are only required to comply with the

reporting requirements in relation to the SFIs which are still outstanding at the date of application of the CRAIII RTS At

the date of this Prospectus there remains uncertainty as to what the consequences would be for the Issuer related third

parties and investors resulting from any potential non-compliance by the Issuer with CRAIII upon application of the

reporting obligations Investors should consult their legal advisors regarding the applicability of CRAIII and any

consequences of non-compliance in respect of their investment in the Notes

Additionally CRAIII has introduced a requirement that where an issuer or related third parties (which term includes

sponsors and originators) intends to solicit a credit rating of a structured finance instrument it will appoint at least two

credit rating agencies to provide ratings independently of each other and should consider appointing at least one rating

agency having not more than a 10 per cent total market share (as measured in accordance with Article 8d(3) of the CRA

(as amended by CRAIII)) (a small CRA) provided that a small CRA is capable of rating the relevant issuance or entity

In order to give effect to those provisions of Article 8d of CRA III the European Securities and Markets Authority

(ESMA) is required to annually publish a list of registered CRAs their total market share and the types of credit rating

they issue The Issuer has considered appointing a small CRA but since the smaller CRAs listed by ESMA have very

limited experience in issuing structured ratings the Issuer ultimately decided against doing so

38 HP+ Contracts where the Original LTV may exceed the value of the Financed Object

In respect of certain HP Contracts where the hire purchase agreement for the purchase of the Financed Object is entered

into with an Obligor together with a separate unsecured loan (the HP+ Unsecured Loan) the total amount of borrowing

by the Obligor being the amount of the HP Contract plus the amount of any related HP+ Unsecured Loan may exceed

100 of the value of the Financed Object The Original LTV of the HP Contract and any related HP+ Unsecured Loan is

however limited by certain restrictions in the FRB London MotoNovo Finance Credit Risk Policy on the size of the

HP+ Unsecured Loan and the type of Obligors who are eligible to be advanced a HP+ Unsecured Loan - please see

further the section of this Prospectus headed Business Procedures of FirstRand Bank Limited Acting Through its

London Branch

In order to mitigate this risk Receivables relating to HP+ Contracts shall be equal to or less than 10 of the Aggregate

Principal Balance of the Purchased Receivables in the Portfolio and the Seller will represent and warrant accordingly

40

According to information provided by the Seller 767 of the Aggregate Initial Cut-Off Date Principal Balance relates

to HP Contracts originated together with a HP+ Unsecured Loan

39 Restrictions on Transfer

The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority

of any state or other jurisdiction of the United States The Offering of the Notes will be made pursuant to exemptions

from the registration provisions of the Securities Act and from state securities laws No Person is obliged or intends to

register the Notes under the Securities Act or any state securities laws Accordingly offers and sales of the Notes are

subject to the restrictions described under SUBSCRIPTION AND SALE

40 Responsibility of Prospective Investors

The purchase of Notes is only suitable for investors that have adequate knowledge and experience in such structured

investments and have the necessary background and resources to evaluate all risks related with the investment that are

able to bear the risk of loss of their investment (up to a total loss of the investment) without the necessity to liquidate the

investment in the meantime and that are able to assess the economic financial regulatory accounting legal and tax

aspects of such investment independently

Furthermore each potential investor should on the basis of its own and independent investigation and help of its

professional advisors (the consultation of which the investor may deem necessary) be able to assess if the investment in

the Notes is in compliance with its financial requirements targets and situation (or if it is acquiring the Notes in a

fiduciary capacity the beneficiarys) is in compliance with its principles for investments guidelines or restrictions

(regardless of whether it acquires the Notes for itself or as a trustee) and is an appropriate investment for the purchaser

(or for any beneficiary if acting as a trustee) notwithstanding the risks of such investment

Without prejudice (for the avoidance of doubt) to the statements made above under Important Notice - Responsibility

Statements with respect to FRB Londons responsibility for FRB London Information investors may not rely on the

Joint Lead Managers Joint Bookrunners or Joint Arrangers in connection with their determination as to the legality of

acquisition of the Notes or as to the other matters referred to in the Risk Factors section of the Prospectus None of the

Joint Lead Managers the Joint Arrangers or the Joint Bookrunners is acting as an investment adviser or assumes any

fiduciary obligation to any investor in the Notes The Joint Lead Managers the Joint Arrangers and the Joint

Bookrunners do not assume any responsibility for conducting or failing to conduct any investigation into the business

financial condition prospects creditworthiness status andor affairs of any of the Issuer the other Transaction Parties

(other than in the case of FRB London itself) or the Obligors

41 Interest Rate Risk Currency Risk Risk of Swap Counterparty Insolvency

The Issuer has entered into an Interest Rate Swap Agreement to mitigate the interest rate exposure in respect of the Class

A1 Notes the Class A2 Notes and the Class B Notes because the Purchased Receivables bear interest at fixed rates while

the Class A1 Notes and the Class B Notes will bear interest at floating rates based on LIBOR for one-month Sterling

deposits and the Class A2 Notes will bear interest at floating rates based on EURIBOR for one-month Euro deposits The

cash flows of the Purchased Receivables required to make interest and principal payments under the Class A1 Notes the

Class A2 Notes and the Class B Notes will not be adjusted in accordance with changes in floating interest rates The

Issuer will use payments made by the Interest Rate Swap Counterparty to make payments on such Notes on each

Payment Date except that in relation to the Class A2 Notes the relevant portion of such payments will be exchanged for

Euro payments under the Currency Swap Agreement

The Issuer has also entered into a Currency Swap Agreement to mitigate the interest rate and currency risk exposure in

respect of the Class A2 Notes The Purchased Receivables will be denominated in Sterling and bear interest at fixed rates

while the Class A2 Notes will be paid in Euro and bear interest at floating rates based on EURIBOR for one month Euro

deposits The cash flows of the Purchased Receivables required to make interest and principal payments under the Class

A2 Notes will not be adjusted in accordance with changes in floating interest rates or currency exchange rates The Issuer

will use payments made by the Currency Swap Counterparty to make payments on the Class A2 Notes on each Payment

Date In order to allow for the effective currency amount of the Currency Swap Agreement to amortise at the same rate as

the Class A2 Notes the Currency Swap Agreement will provide that as and when the Class A2 Notes amortise a

corresponding portion of the currency amount of the Currency Swap Agreement will amortise Pursuant to the Currency

Swap Agreement any portion of the Currency Swap Agreement so amortised will be exchanged from Sterling into Euro

at the Exchange Rate

41

During those periods in which the floating rate Sterling amounts payable by the Interest Rate Swap Counterparty under

the Interest Rate Swap Agreement (or in respect of the Class A2 Notes the floating rates Euro amounts payable by the

Currency Swap Counterparty under the Currency Swap Agreement) are substantially greater than the fixed rate Sterling

amounts payable by the Issuer under the Interest Rate Swap Agreement (or in respect of the Class A2 Notes the floating

rate Sterling amounts payable by the Issuer under the Currency Swap Agreement (as applicable)) the Issuer will be more

dependent on receiving payments from the relevant Swap Counterparty in order to make interest payments on the Notes

If the Interest Rate Swap Counterparty andor the Currency Swap Counterparty fails to pay any amounts when due under

the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) the Collections from Purchased

Receivables and the Cash Reserve Amount may be insufficient to make the required payments on the Notes and the

Noteholders may experience delays andor reductions in the interest and principal payments on the Notes

During those periods in which the floating rate Sterling amounts payable by the Issuer under the Interest Rate Swap

Counterparty under the Interest Rate Swap Agreement or the floating rate Euro amounts payable by the Currency Swap

Counterparty under the Currency Swap Agreement are less than the fixed rate Sterling amounts payable by the Issuer

under such Interest Rate Swap Agreement or the floating rate Sterling amounts payable under the Currency Swap

Agreement (as applicable) the Issuer will be obligated under such Interest Rate Swap Agreement or Currency Swap

Agreement to make a payment to the Interest Rate Swap Counterparty or the Currency Swap Counterparty as applicable

For the avoidance of doubt any amounts in different currencies payable under the Currency Swap Agreement by the

Issuer and the Currency Swap Counterparty will always be made in full to each other therefore any floating rate Euro

amounts payable by the Currency Swap Counterparty under the Currency Swap Agreement shall not be netted against

any floating rate Sterling amounts payable by the Issuer under such Currency Swap Agreement Such amounts (other

than Subordinated Termination Payments) will rank higher in priority than payments on the Notes If on any Payment

Date a payment under the Interest Rate Swap Agreement is due to the Interest Rate Swap Counterparty or a payment

under the Currency Swap Agreement is due to the Currency Swap Counterparty the Purchased Receivables and the Cash

Reserve Amount may be insufficient to make the required payments on the Notes and the Noteholders may experience

delays andor reductions in the interest and principal payments under the Notes

If in respect of a particular Payment Date under the Interest Rate Swap Agreement or the Currency Swap Agreement the

floating amount payable by the Interest Rate Swap Counterparty under the Interest Rate Swap Agreement or by the

Currency Swap Counterparty or the Issuer (as applicable) under the Currency Swap Agreement is a negative number (for

example due to a quoted negative floating rate of interest) then the floating amount payable by the Interest Rate Swap

Counterparty under the Interest Rate Swap Agreement or by the Currency Swap Counterparty or the Issuer (as

applicable under the Currency Swap Agreement will be deemed to be zero and in respect of the Interest Rate Swap

Agreement and the Currency Swap Agreement the Zero Interest Rate Method (as defined in the Swap Agreement) will

apply If a payment under the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) is due to

the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) on any Payment Date the

Purchased Receivables and the Cash Reserve Amount may be insufficient to make the required payments on the Notes

and the Noteholders may experience delays andor reductions in the interest and principal payments under the Notes

The Interest Rate Swap Counterparty andor the Currency Swap Counterparty may terminate the Interest Rate Swap

Agreement or Currency Swap Agreement (as applicable) if amongst other things the Issuer becomes insolvent if the

Issuer fails to make a payment under the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable)

when due (after taking into account any grace periods) if a change of law results in the obligations of one of the parties

becoming illegal if an Enforcement Event Notice is served upon the Issuer by the Trustee if the Priority of Payments is

changed (other than with the prior written consent of the Interest Rate Swap Counterparty or the Currency Swap

Counterparty as applicable) such that the interests of the Interest Rate Swap Counterparty or the Currency Swap

Counterparty (as applicable) are in any way adversely affected or any provision of the Transaction Documents is

amended (without the prior written consent of the Interest Rate Swap Counterparty or the Currency Swap Counterparty

as applicable) if the effect of such amendment is to affect the amount timing or priority of any payments or deliveries

due from the Issuer to the Interest Rate Swap Counterparty or the Currency Swap Counterparty or from the Interest Rate

Swap Counterparty or the Currency Swap Counterparty to the Issuer (as applicable) The Issuer may terminate the

Interest Rate Swap Agreement andor the Currency Swap Agreement if amongst other things certain insolvency events

occur in respect of the relevant Swap Counterparty the relevant Swap Counterparty fails to make a payment under the

Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) when due (after taking into account any

grace periods) or a change of law results in the obligations of one of the parties becoming illegal

In the event that any of the ratings of either the Interest Rate Swap Counterparty andor the Currency Swap Counterparty

(or the ratings of the relevant Swap Guarantor where applicable) by either of the Rating Agencies falls below the

42

Required Rating at any time the Issuer may terminate the Interest Rate Swap Agreement or Currency Swap Agreement

(as applicable) if the relevant Swap Counterparty fails within a set period of time to take certain remedial actions

intended to mitigate the effects of such downgrade below the Required Rating Such actions could include the relevant

Swap Counterparty posting collateral in accordance with the Swap Credit Support Document transferring its obligations

to a Replacement Swap Counterparty or procuring a guarantee or taking any other action as agreed with the Rating

Agencies However in the event the Interest Rate Swap Counterparty or Currency Swap Counterparty is downgraded

there can be no assurance that a guarantor or a Replacement Swap Counterparty will be found or that the amount of

collateral will be sufficient to meet the relevant Swap Counterpartys obligations The relevant Swap Counterparty will be

required to take certain additional actions in the event that its rating (or the rating of the Swap Guarantor where

applicable) by Moodys or SampP falls below the Second Required Rating

Required Rating means

(a) with respect to Moodys the long-term unsecured and unsubordinated debt or counterparty obligations must be

rated at least Baa1 by Moodys or

(b) with respect to SampP the minimum required ratings for the SampP Option then in effect pursuant to the Interest

Rate Swap Agreement or Currency Swap Agreement as applicable

Second Required Rating means with respect to Moodys the long-term unsecured and unsubordinated debt or

counterparty obligations must be rated Baa3 or above by Moodys and with respect to SampP the minimum required

ratings for the SampP Option then in effect pursuant to the Interest Rate Swap Agreement or Currency Swap Agreement as

applicable

SampP Option means on any date the option which applies to the terms of the Interest Rate Swap Agreement andor

Currency Swap Agreement (as applicable) and which may be either SampP Option 1 SampP Option 2 SampP Option 3 or SampP

Option 4 as the case may be (or any other applicable option which may be published by SampP from time to time)

In the event that the Interest Rate Swap Agreement or Currency Swap Agreement (as applicable) is terminated by either

party upon the occurrence of an Event of Default or a Termination Event (in each case as defined in the Swap

Agreement) a Swap Termination Payment may be due to the Issuer or to the Interest Rate Swap Counterparty or

Currency Swap Counterparty (as applicable) Any such Swap Termination Payment could if market interest rates and

other conditions have changed materially be substantial Under certain circumstances such Swap Termination Payment

required to be made by the Issuer to the Interest Rate Swap Counterparty or Currency Swap Counterparty will rank

higher in priority than all payments on the Notes In such event the Purchased Receivables and the Cash Reserve

Amount may be insufficient to make the required payments on the Notes and the Noteholders may experience delays

andor reductions in the interest and principal payments on the Notes

In the event that the Interest Rate Swap Agreement andor Currency Swap Agreement (as applicable) is terminated by

either party due to an Event of Default or a Termination Event (in each case as defined in the Swap Agreement)

endeavours will be made to enter into a replacement interest rate swap andor currency swap (as applicable) although the

Issuer may not be able to do so immediately or at all To the extent a replacement interest rate swap andor currency swap

(as applicable) is not in place the amount available to pay principal of and interest under the Notes will be reduced if (i)

the interest rates under the Class A1 Notes or Class B Notes exceed the fixed rate the Issuer would have been required to

pay the Interest Rate Swap Counterparty under the terminated Interest Rate Swap Agreement or (ii) the euro amounts

due under the Class A2 Notes exceed the amount in Sterling that the Issuer would have been required to pay to the

Currency Swap Counterparty under the terminated Currency Swap Agreement converted at the spot rate Under these

circumstances and subject as stated below in relation to the Class A2 Notes the Purchased Receivables and the Cash

Reserve Amount may be insufficient to make the required payments under the Notes and the Noteholders may experience


The Interest Rate Swap Counterparty andor Currency Swap Counterparty (as applicable) may under certain limited

conditions transfer its obligations under the Interest Rate Swap Agreement or Currency Swap Agreement (as applicable)

to a third party with the Required Rating if it meets certain conditions There can be no assurance that the credit quality

of the replacement interest rate swap andor currency swap (as applicable) will ultimately prove as strong as that of the

original Interest Rate Swap Counterparty or Currency Swap Counterparty as applicable

The Interest Rate Swap Counterparty and Currency Swap Counterparty (as applicable) will not be responsible for any

loss expense or liability which may be suffered by the Noteholders as a result of any of these events or actions

43

In respect of the Class A2 Notes only if the Currency Swap Agreement has been terminated and no replacement

currency swap has been entered into then on each Payment Date prior to the delivery of an Enforcement Notice

(i) to the extent that on such Payment Date the relevant Sterling amount payable by the Issuer and which the

Issuer would have been required to pay to the Currency Swap Counterparty under the Currency Swap

Agreement on such Payment Date had the Currency Swap Agreement not been terminated (once converted into

Euro at the spot rate by the Cash Manager) is less than the Interest Amount due and payable on the Class A2

Notes on such Payment Date the shortfall amounts (such amounts being the Currency Swap Deferred

Interest Amounts) shall be paid firstly from any Currency Swap Excess Amounts available to pay Currency

Swap Deferred Interest Amounts and secondly from the Available Distribution Amount as a subordinated item

in the Pre-Enforcement Order of Priority with the payment of any remainder being deferred until a Payment

Date when there are either Currency Swap Excess Amounts or funds under the Pre-Enforcement Order of

Priority available to pay such Currency Swap Deferred Interest Amounts

(ii) to the extent that on such Payment Date the relevant Sterling amount payable by the Issuer and which the



Euro at the spot rate by the Cash Manager) is greater than the Interest Amount due and payable on the Class A2

Notes on such Payment Date the excess amounts (such amounts being the Currency Swap Excess Interest

Amounts) shall be used to pay firstly any Currency Swap Deferred Interest Amounts and secondly any

Currency Swap Deferred Principal Amounts with any excess being transferred to the Currency Swap Reserve

Account for application (subject to the terms of the Transaction Documents) on subsequent Payment Dates to

pay firstly any Currency Swap Deferred Interest Amounts and secondly any Currency Swap Deferred Principal

Amounts or towards the purchase on any future date of a replacement currency swap for the Class A2 Notes

(iii) to the extent that the Available Distribution Amount on such Payment Date available under the Pre-Enforcement

Order of Priority to pay principal on the Class A2 Notes which the Issuer would have been required to pay the

Currency Swap Counterparty in respect of any principal payment under the Currency Swap Agreement on such

Payment Date had the Currency Swap Agreement not been terminated (once converted into Euro at the spot rate

by the Cash Manager) is less than the amount of funds that would have been payable by the Currency Swap

Counterparty on such Payment Date in respect of the principal if the Currency Swap had still been in full force

and effect the shortfall amounts (such amounts being the Currency Swap Deferred Principal Amounts and

together with the Currency Swap Deferred Interest Amounts the Currency Swap Deferred Amounts) shall

be paid on such Payment Date firstly from any Currency Swap Excess Amounts available to pay Currency

Swap Deferred Principal Amounts and secondly from the Available Distribution Amount as a subordinated item


Date when there are either Currency Swap Excess Amounts or a sufficient Available Distribution Amount under

the Pre-Enforcement Order of Priority available to pay such Currency Swap Deferred Principal Amounts and

(iv) to the extent that the Available Distribution Amount on such Payment Date available under the Pre-Enforcement


Currency Swap Counterparty in respect of any principal payments under the Currency Swap Agreement on such


by the Cash Manager) is greater than the amount of funds that would have been payable by the Currency Swap


and effect the excess amounts (such amounts being the Currency Swap Excess Principal Amounts and

together with the Currency Swap Excess Interest Amounts and any Swap Termination Payment received by the

Issuer and deposited in the Currency Swap Reserve Account the Currency Swap Excess Amounts) shall be

used to pay on such Payment Date firstly any Currency Swap Deferred Interest Amounts and secondly any


Account where subject to the terms of the Transaction Documents it may be applied on subsequent Payment

Dates to pay firstly Currency Swap Deferred Interest Amounts and secondly Currency Swap Deferred Principal


(See Terms and Conditions of the Notes - Currency Swap Deferred Interest and Currency Swap Excess Interest and

Terms and Conditions of the Notes - Currency Swap Deferred Principal and Currency Swap Excess Principal)

44

42 Subordination of Payments

There is uncertainty as to the validity andor enforceability of a provision which (based on contractual andor trust

principles) subordinates certain payment rights of a creditor to the payment rights of other creditors of its counterparty

upon the occurrence of insolvency proceedings relating to that creditor In particular recent cases have focused on

provisions involving the subordination of a swap counterpartys payment rights in respect of certain termination

payments upon the occurrence of insolvency proceedings or other default on the part of such counterparty (a so-called

flip clause) Such provisions are similar in effect to the terms included in the Transaction Documents relating to the

subordination of certain payments under an Interest Rate Swap Agreement and a Currency Swap Agreement

The Supreme Court of the United Kingdom in Belmont Park Investments PTY Limited (Respondent) v BNY Corporate

Trustee Services Limited and Lehman Brothers Special Financing Inc [2011] UKSC 38 unanimously upheld the decision

of the Court of Appeal in upholding the validity of flip clause provisions stating that provided that such provisions form

part of a commercial transaction entered into in good faith which does not have as its predominant purpose or one of its

main purposes the deprivation of the property of one of the parties on bankruptcy the anti-deprivation principle was not

breached by such provisions

In parallel proceedings in New York Judge Peck of the US Bankruptcy Court for the Southern District of New York

granted Lehman Brothers Special Finance Incs (LBSF) motion for summary judgement on the basis that the flip

clause provisions in that case represented unenforceable ipso facto clauses under the US Bankruptcy Code and did not

benefit from safe harbor protections granted under the US Bankruptcy Code to swap agreements Judge Peck

acknowledged that this resulted in the US courts coming to a decision directly at odds with the judgement of the

English Courts Whilst leave to appeal was granted the case was settled before an appeal was heard In separate

proceedings before Judge Chapman of the US Bankruptcy Court for the Southern District of New York commencing in

September 2010 LBSF challenged the enforceability of flip clause provisions and sought a declaratory judgement that

such provisions were unenforceable ipso facto clauses and that distributions made pursuant thereto violated the automatic

stay requirement in US bankruptcy proceedings On 28th July 2016 Judge Chapman gave judgement in which she found

certain flip clause provisions not to be unenforceable ipso facto clauses Moreover she found that a flip clause provision

in the case was nonetheless protected by the safe harbor provisions referred to above However given that US

bankruptcy courts are not required to follow prior decisions of their own court concerns still remain that the US courts

will diverge in their approach which in the case of an unfavourable decision in New York may adversely affect the

Issuers ability to make payments on the Notes

If a creditor of the Issuer (such as the Interest Rate Swap Counterparty andor the Currency Swap Counterparty) or a

related entity becomes subject to insolvency proceedings in any jurisdiction outside England and Wales (including but

not limited to the US) and it is owed a payment by the Issuer a question arises as to whether the insolvent creditor or

any insolvency official appointed in respect of that creditor could successfully challenge the validity andor enforceability

of subordination provisions included in the Transaction Documents (such as a provision of the relevant Priority of

Payments which refers to the ranking of the Interest Rate Swap Counterpartys andor the Currency Swap Counterpartys

rights in respect of certain amounts under the Interest Rate Swap Agreement andor Currency Swap Agreement) In

particular based on the decision of Judge Peck in the US Bankruptcy Court referred to above there is a risk that such

subordination provisions would not be upheld under US bankruptcy law However this may have been alleviated due to

the ruling of Judge Chapman referred to above US bankruptcy laws may be relevant in certain circumstances with

respect to a range of entities which may act as a swap counterparty including US established entities and certain non-US

established entities with assets or operations in the US (although the scope of any such proceedings may be limited if the

relevant non-US entity is a bank with a licensed branch in a US state) In general if a subordination provision included in

the Transaction Documents was successfully challenged under the insolvency laws of any relevant jurisdiction outside

England and Wales and any relevant foreign judgment or order was recognised by the English courts there can be no

assurance that such actions would not adversely affect the rights of the Noteholders the market value of the Notes andor

the ability of the Issuer to satisfy its obligations under the Notes

Given the general relevance of the issues under discussion in the judgments referred to above and that the Transaction

Documents include terms providing for the subordination of certain payments under the Interest Rate Swap Agreement or

the Currency Swap Agreement (as applicable) there is a risk that the final outcome of the dispute in such judgments

(including any recognition action by the English courts) may result in negative rating pressure in respect of the Notes If

any rating assigned to any of the Rated Notes is lowered the market value of such Rated Notes may reduce

45

43 Liability and Limited Recourse under the Notes

The Notes represent obligations of the Issuer only and do not represent obligations of the Joint Lead Managers the Joint

Arrangers the Joint Bookrunners the Trustee the Interest Rate Swap Counterparty the Currency Swap Counterparty

FRB London or any of its Affiliates or any Affiliate of the Issuer or any other third person or entity Neither the Joint

Arrangers nor the Joint Bookrunners nor the Joint Lead Managers nor the Trustee nor the Interest Rate Swap

Counterparty nor the Currency Swap Counterparty nor FRB London or any of its Affiliates nor any Affiliate of the

Issuer nor any other third person or entity assume any liability to the Noteholders if the Issuer fails to make a payment

due under the Notes

All payment obligations of the Issuer under the Notes constitute limited recourse obligations to pay solely of the Issuer

and therefore the Noteholders will have a claim under the Notes against the Issuer only to the extent of the Available

Distribution Amount which includes inter alia amounts received by the Issuer under the Purchased Receivables and

under the other Transaction Documents The Available Distribution Amount may not be sufficient to pay amounts

accrued under the Notes which may result in an Interest Shortfall however no interest payable in relation to the Most

Senior Class Outstanding shall be deferred pursuant to the Conditions

In addition if the Servicer does not provide a Servicing Report on a Servicing Report Performance Date payments of

principal on all classes of the Notes and payments of interest on all classes of Notes other than the Senior Notes will be

deferred In such circumstances interest will continue to accrue on the Principal Outstanding Amount of the Notes and it

is therefore possible that the assets of the Issuer shall be extinguished prior to redemption of the Notes in full Any

deferral of principal may also adversely affect a Noteholders ability to sell andor the price a Noteholder receives for the

Notes in the secondary market

The Notes shall not give rise to any payment obligation in addition to the foregoing The enforcement of the payment

obligations under the Notes shall only be effected by the Trustee in accordance with the Trust Deed If the Trustee

enforces the claims under the Notes such enforcement will be limited to the Issuer Security To the extent that such

assets or the proceeds of the realisation thereof prove ultimately insufficient to satisfy the claims of all Noteholders in

full then any shortfall arising shall be extinguished and no Noteholder nor the Trustee shall have any further claims

against the Issuer nor shall be able to petition for the winding up of the Issuer

44 Absence of a Secondary Market

Although an application has been made to list the Notes on the Irish Stock Exchange there is currently a limited

secondary market for the Notes There can be no assurance that a secondary market for the Notes will provide the

Noteholders with liquidity of investment or that it will continue for the whole life of the Notes Potential investors in the

Notes should be aware of the prevailing global credit market conditions and the level of liquidity in the secondary market

for instruments similar to the Notes Such secondary markets have in the recent past experienced severe disruptions

resulting from reduced investor demand for asset-backed securities and increased investor yield requirements for those

securities As a result the secondary markets for asset-backed securities have recently experienced extremely limited

liquidity These conditions may return in the future In addition since the UK Referendum there has been increased

volatility and disruption of the capital currency and credit markets including the market for securities similar to the

Notes (see the risk factor United Kingdoms Referendum at paragraph 26 above)

Limited liquidity in the secondary market may have a severe adverse effect on the market value of asset-backed securities

especially those securities that are more sensitive to prepayment or credit risk and those securities that have been

structured to meet the investment requirements of limited categories of investors Consequently any purchaser of the

Notes must be prepared to hold such Notes for an indefinite period of time or until final redemption or maturity of such

Notes The market values of the Notes are likely to fluctuate Any such fluctuation may be significant and could result in

significant losses to investors in the Notes In addition the forced sale into the market of asset-backed securities held by

structured investment vehicles hedge funds issuers of collateralised debt obligations and any other entities experiencing

funding difficulties could adversely affect an investors ability to sell andor the price an investor receives for the Notes

in the secondary market Neither the Joint Lead Managers nor the Seller is under any obligation to assist in the resale of

the Notes

The liquidity of a secondary market for the Notes may be further constrained by the concentration of holdings of the

Notes in a limited number of investors

46

45 Compliance with the CRR and the AIFMR

In Europe the US and elsewhere there is increased political and regulatory scrutiny of the asset-backed securities

industry This has resulted in a raft of measures for increased regulation including without limitation Articles 405-409

of Regulation (EU) No 5752013 referred to as the Capital Requirements Regulation (CRR) Section 5 of the

Commission Delegated Regulation 2312013 of 19 December 2012 (the AIFMR) supplementing the Alternative

Investment Fund Managers Directive 201161EU of the European Parliament and the Council of 22 July 2013 on

alternative investment fund managers (the AIFMD) and under Directive 2009138EC (Solvency II) which are

currently at various stages of implementation and which may have an adverse impact on the regulatory capital charge to

certain investors in securitisation exposures andor the incentives for certain investors to hold asset-backed securities and

may thereby affect the liquidity of such securities Investors in the Notes are responsible for analysing their own

regulatory position and none of the Issuer the Joint Lead Managers the Joint Bookrunners the Joint Arrangers the

Seller or the Trustee makes any representation to any prospective investor or purchaser of the Notes regarding the

regulatory capital treatment of their investment on the Closing Date or at any time in the future

Investors should be aware of (i) Articles 405-409 of the CRR and (ii) Section 5 of the AIFMR

Articles 405-409 of the CRR restrict an EU regulated credit institution from becoming exposed to the credit risk of a

securitisation position unless the originator sponsor or original lender in respect of the relevant securitisation has

explicitly disclosed to the EU regulated credit institution that it will retain on an ongoing basis a material net economic

interest of not less than 5 in respect of certain specified credit risk tranches or exposures as contemplated by

Articles 405-409 of the CRR

Whilst the Seller is not an EU regulated credit institution it is an originator for the purposes of the CRR and it will

undertake in the Receivables Purchase Agreement to retain on an ongoing basis a material net economic interest in the

securitisation of not less than 5 of the nominal amount of the securitised exposures (the Retention Obligation) The

Seller will retain such net economic interest through retention of randomly selected exposures (ie Receivables)

equivalent to no less than 5 of the nominal amount of the securitised exposures (ie the Purchased Receivables in the

Portfolio) as at the Closing Date and on each relevant Additional Purchase Date in accordance with Article 405(1)(c) of

the CRR A pool of exposures (being Receivables) will be randomly selected and retained by the Seller as the Retained

Interest on the Closing Date and on each Additional Purchase Date as set out in the section headed THE RETAINED

INTEREST POOL The Seller will undertake not to hedge sell or in any other way mitigate its credit risk in relation to

such retained exposures The Principal Balance of the retained exposures may be reduced over time by amongst other

things amortisation allocation of losses or defaults on the underlying Receivables The Investor Report will also set out

monthly confirmation as to the Sellers continued holding of the original retained exposures It should be noted that there

is no certainty that references to the Retention Obligation in this Prospectus or the undertakings in the Receivables

Purchase Agreement will constitute explicit disclosure (on the part of the Seller) or adequate due diligence (on the part of

the Noteholders) for the purposes of Articles 404-409 of the CRR and there can be no certainty that the Seller will

comply with its undertakings set out in the Receivables Purchase Agreement

Articles 405-409 of the CRR requires an EU regulated credit institution to be able to demonstrate that it has undertaken

certain due diligence in respect of amongst other things its note position and the underlying exposures and that

procedures are established for such activities to be conducted on an ongoing basis and in particular it has established

formal procedures that are appropriate to its trading book and non-trading book and commensurate with the risk profile

of its investments in securitised exposures in order to monitor on an ongoing basis and in a timely manner performance

information on the exposures underlying its securitisation positions and to analyse and record certain risk characteristics

and information in relation to its securitisation positions Failure to comply with one or more of the requirements set out

in Articles 405-409 of the CRR may result in the imposition of a penal regulatory capital charge on the Notes acquired by

the relevant investor

Investors should also be aware of Article 17 of the AIFMD and Section 5 of the AIFMR the provisions of which

introduced risk retention and due diligence requirements (which took effect from 22 July 2013 in general) in respect of

alternative investment fund managers (AIFMs) that are required to become authorised under the AIFMD While the

requirements applicable to AIFMs under Section 5 of the AIFMR are similar to those which apply under Article 405-409

of the CRR they are not identical and in particular additional due diligence obligations apply to AIFMs

In relation to the undertaking to be given by FRB to the Issuer and the Trustee in accordance with Article 405 of the CRR

regarding the material net economic interest to be retained by FRB and certain requirements as to providing investor

information in connection therewith the Trustee shall not be under any obligation to monitor the compliance by FRB

47

with such undertaking or to investigate any matter which is the subject of such undertaking and shall not be under any

obligation to take any action in relation to non-compliance with such undertaking unless and until the Trustee has

received actual written notice of the same from any Transaction Party in which event the only obligation of the Trustee

shall be to notify the Issuer (who shall notify the Noteholders and the other Transaction Creditors of the same) and

subject to the Trustee being indemnified andor secured andor prefunded to its satisfaction to take such further action as

it is directed to take in connection with such non-compliance by an Extraordinary Resolution of holders of the Most

Senior Class Outstanding

Each of Articles 405-409 of the CRR and Section 5 of the AIFMR applies in respect of the Notes so investors which are

EU regulated credit institutions should therefore make themselves aware of the requirements of the CRR in addition to

any other regulatory requirements applicable to them with respect to their investment in the Notes Relevant investors are

required to independently assess and determine the sufficiency of the information described in this Prospectus and in any

Investor Report provided in relation to the transaction for the purpose of complying with any relevant requirements

including Articles 405-409 and Section 5 of the AIFMR and none of the Issuer FRB the Joint Lead Managers or any

other party to the transaction makes any representation that the information described above is sufficient in all

circumstances for such purposes

Aspects of the CRR and Section 5 of the AIFMR and what is required to demonstrate compliance remains unclear

Investors who are uncertain as to the requirements that will need to be complied with in order to avoid the additional

regulatory capital charges for non-compliance with Article 405-409 or to avoid being required to take corrective action

under Section 5 of the AIFMR should seek guidance from their regulator

Further Articles 405-409 of the CRR and Section 5 of the AIFMR and any other changes to the regulation or regulatory

treatment of the Notes for some or all investors may negatively impact the regulatory position of individual investors and

in addition may have a negative impact on the price and liquidity of the Notes in the secondary market

46 Simple Transparent and Standardised (STS) Securitisations

On 30 September 2015 as part of its Capital Markets Union Action Plan the European Commission published legislative

proposals for two new regulations related to securitisation Amongst other things the proposals include provisions

intended to implement the revised securitisation framework developed by Basel Committee on Banking Supervision (the

CRR Amendment Regulation) and provisions intended to harmonise and replace the risk retention and due diligence

requirements (including the corresponding guidance provided through technical standards) applicable to certain EU

regulated investors (the STS Regulation) The STS Regulation also aims to create common foundation criteria for

identifying STS securitisations There are material differences between the legislative proposals and the current

requirements including with respect to the parties that are responsible for ensuring compliance with the retention

requirements and the originator entities eligible to retain the required interest It is not clear whether and in what form

the legislative proposals (and any corresponding technical standards) will be adopted In addition the compliance

position under any adopted revised requirements of transactions entered into and of activities undertaken by a party

(including an investor) prior to adoption is uncertain No assurance can be given that the transaction will be designated

as an STS securitisation under the STS Regulation at any point in the future

Prospective investors should therefore make themselves aware of the changes and requirements described above (and any

corresponding implementing rules of their regulator) where applicable to them in addition to any other applicable

regulatory requirements with respect to their investment in the Notes The matters described above and any other changes

to the regulation or regulatory treatment of the Notes for the Issuer the Seller andor some or all investors may

negatively impact the regulatory position of individual investors and in addition have a negative impact on the price and

liquidity of the Notes in the secondary market

47 Book-Entry Registration

The Notes will be represented by Global Notes delivered to a common safekeeper for Clearstream Luxembourg and

Euroclear and will not be held by the beneficial owners or their nominees The Global Notes will not be registered in the

names of the beneficial owners or their nominees As a result unless and until Notes in definitive form are issued

beneficial owners will not be recognised by the Issuer or the Trustee as Noteholders as that term is used in the Trust

Deed Until such time beneficial owners will only be able to exercise their rights in relation to the Notes indirectly

through Clearstream Luxembourg or Euroclear (as the case may be) and their respective participating organisations and

will receive notices (which so long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock

Exchange so require will be published in the Company Announcements section of the website of the Irish Stock

48

Exchange wwwiseie) and other information provided for under the Conditions of the Notes only if and to the extent

provided by Euroclear or Clearstream Luxembourg (as the case may be) and their respective participating organisations

48 Denominations of Notes

The denomination of the Notes is pound100000 or euro100000 (as applicable) and integral multiples of pound1000 or euro1000 (as

applicable) in excess thereof Therefore it is possible that the Notes may be traded in amounts in excess of pound100000 or

euro100000 (as applicable) that are not integral multiples of pound100000 or euro100000 (as applicable) In such a case a

Noteholder who as a result of trading such amounts holds a principal amount of less than pound100000 will not receive a

definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal

amount of Notes such that it holds an amount equal to one or more denominations

49 The Issuers Reliance on Third Parties

The Issuer is a party to contracts with a number of other third parties that have agreed to perform certain services in

relation to inter alia the Notes For example the Interest Rate Swap Counterparty has agreed to enter into the Interest

Rate Swap Agreement the Currency Swap Counterparty has agreed to enter into the Currency Swap Agreement the

Corporate Services Provider has agreed to provide corporate services to the Issuer and the Servicer the Cash Manager

the Agent Bank and the Paying Agent have agreed to provide servicing cash administration payment administration and

calculation services in connection with the Notes and the Financing Contracts In the event that any relevant third party

fails to perform its obligations under the respective agreements to which it is a party the Noteholders may be adversely

affected

50 Issuer Security

Although the Trustee will hold the benefit of the Issuer Security created under and pursuant to the Deed of Charge and

the Assignation in Security on trust for inter alios the Noteholders such Issuer Security will also be held on trust for

certain other parties that will rank ahead of the Noteholders

In the event that the Issuer Security is enforced the proceeds of such enforcement may be insufficient after payment of

all other claims ranking in priority to amounts due under the Notes to pay in full all amounts of principal and interest

(and any other amounts) due in respect of the Notes Prior to the final maturity of the Notes enforcement of the Issuer

Security by the Trustee is the only remedy available for the purpose of recovering amounts owed in respect of the Notes

51 Rights Available to Holders of Notes of Different Classes

In performing its duties as trustee for the Noteholders the Trustee will have regard to the interests of all Noteholders

Where however there is a conflict between the interests of the holders of one class of Notes and the holders of the other

class of Notes the Trustee will be required to have regard only to the holders of the Most Senior Class Outstanding and

will not have regard to any lower ranking class of Notes nor to the interests of the other Transaction Creditors except to

ensure the application of the Issuers funds after the delivery of a notice of an Enforcement Event in accordance with the

Post-Enforcement Order of Priority

Any resolution other than a resolution in relation to a Basic Terms Modification passed at a meeting of the Noteholders

of any class duly convened and held in accordance with the Conditions and the Trust Deed shall be binding upon all the

Noteholders of the relevant class whether present or not present at such meeting and whether or not voting and any

resolution passed at a meeting of

a) the Class D Noteholders will be binding on all other Noteholders (other than the Class A Noteholders the

Class B Noteholders and the Class C Noteholders) irrespective of the effect upon them

b) the Class C Noteholders will be binding on all other Noteholders (other than the Class A Noteholders and the

Class B Noteholders) irrespective of the effect upon them

c) the Class B Noteholders will be binding on all other Noteholders (other than the Class A Noteholders)

irrespective of the effect upon them and

d) the Class A Noteholders will be binding on all other Noteholders irrespective of the effect upon them

An Extraordinary Resolution of any class of Noteholders in relation to a Basic Terms Modification shall not be effective

unless it is sanctioned by (i) an Extraordinary Resolution of Noteholders of each other class of Notes and (ii) only in

relation to any proposed amendment to the Priority of Payments the effect of which is to make the Issuers obligations to

49

the Interest Rate Swap Counterparty andor the Currency Swap Counterparty further contractually subordinated to the

Issuers obligations to any other Transaction Creditor the relevant Swap Counterparty

An Extraordinary Resolution of the Class E Noteholders shall not be effective for any purpose unless either the Trustee is

of the opinion that it will not be materially prejudicial to the respective interests of the Class A Noteholders the Class B

Noteholders the Class C Noteholders and the Class D Noteholders or it is sanctioned by an Extraordinary Resolution of

each of the Class A Noteholders the Class B Noteholders the Class C Noteholders and the Class D Noteholders

An Extraordinary Resolution of the Class D Noteholders shall not be effective for any purpose unless either the Trustee

is of the opinion that it will not be materially prejudicial to the respective interests of the Class A Noteholders the

Class B Noteholders and the Class C Noteholders or it is sanctioned by an Extraordinary Resolution of each of the

Class A Noteholders the Class B Noteholders and the Class C Noteholders

An Extraordinary Resolution of the Class C Noteholders shall not be effective for any purpose unless either the Trustee is

of the opinion that it will not be materially prejudicial to the respective interests of the Class A Noteholders and the

Class B Noteholders or it is sanctioned by an Extraordinary Resolution of each of the Class A Noteholders and Class B

Noteholders

An Extraordinary Resolution of the Class B Noteholders shall not be effective for any purpose unless either the Trustee is

of the opinion that it will not be materially prejudicial to the interests of the Class A Noteholders or it is sanctioned by an

Extraordinary Resolution of the Class A Noteholders

For the purpose of voting and Extraordinary Resolutions the Class A1 Noteholders and the Class A2 Noteholders shall

vote together as the Class A Noteholders (with the voting rights to be calculated based upon the aggregate Principal

Amount Outstanding of the Class A1 Notes and the GBP Equivalent Principal Amount Outstanding of the Class A2

Notes (which will be determined by applying the Exchange Rate))

52 Modification of Transaction Documents without consent of Noteholders

The Issuer may make certain amendments and modifications (other than in respect of a Basic Terms Modification) to the

Conditions or any Transaction Document without the consent of Noteholders - see Condition 1811 (Additional Right of

Modification) Such amendment or modification could be adverse to the interests of certain Noteholders

If the proposed modification to be made by the Issuer as set out in Condition 1811 (Additional Right of Modification)

(i) would affect the amount timing or priority of any payments or deliveries due from the Issuer to the Interest Rate

Swap Counterparty andor the Currency Swap Counterparty or from the applicable Swap Counterparty to the Issuer or

(ii) would modify any of the Priority of Payments such that the interests of the Interest Rate Swap Counterparty andor

the Currency Swap Counterparty are in any way adversely affected the prior written consent of the applicable Swap

Counterparty to any such proposed amendment will be required If such consent is not provided the Issuer may be

prevented from making certain amendments and modifications and this may be adverse to the interests of certain

Noteholders

53 Ratings of Rated Notes and Confirmations of Ratings

The ratings assigned to the Class A Notes the Class B Notes and the Class C Notes by the Rating Agencies are based on

the terms of the Transaction Documents and other relevant structural features of this transaction including the short-term

and long-term unsecured unguaranteed and unsubordinated debt ratings of the Interest Rate Swap Counterparty and the

Currency Swap Counterparty the short-term and long-term unsecured unguaranteed and unsubordinated debt ratings of

the Account Bank and the long-term unsecured unguaranteed and unsubordinated debt ratings of the Servicer and reflect

only the views of the Rating Agencies The ratings assigned by SampP to the Rated Notes address (i) (x) in the case of the

Senior Notes the timely payment of interest on the Senior Notes on each Payment Date or (y) in the case of the Class C

Notes the ultimate payment of interest on the Class C Notes on the Final Maturity Date and (ii) the ultimate repayment

of the Principal Amount Outstanding of the Rated Notes on or before the Final Maturity Date The ratings assigned by

Moodys address (i) the timely payment of interest on the Senior Notes and (ii) the expected loss posed to investors in the

Class A Notes the Class B Notes and the Class C Notes by the Final Maturity Date The Class D Notes and the Class E

Notes will not be rated A rating is not a recommendation to buy sell or hold securities and may be subject to revision

suspension or withdrawal at any time by any of the Rating Agencies There is no assurance that any such ratings will

continue for any period of time or that they will not be reviewed revised suspended or withdrawn entirely by any of the

Rating Agencies as a result of changes in or unavailability of information or if in the judgement of the Rating Agencies

50

circumstances so warrant A qualification downgrade or withdrawal of any of the ratings mentioned above may impact

upon the value of the Rated Notes

Agencies other than the Rating Agencies could seek to rate the Notes and if such unsolicited ratings are lower than the

comparable ratings assigned to the Rated Notes by the Rating Agencies those shadow ratings could have an adverse

effect on the value of the Notes For the avoidance of doubt and unless the context otherwise requires any references to

ratings or rating in this Prospectus are to ratings assigned by the specified Rating Agencies only

54 No Gross-up for Taxes

Should any withholding or deduction for or on account of any taxes duties assessments or governmental charges of

whatsoever nature imposed levied collected withheld or assessed by any government or state with authority to tax or

any political subdivision or any authority thereof or therein having power to tax be required to be made from any

payment in respect of the Notes (as to which in relation to the United Kingdom see UNITED KINGDOM

TAXATION below) neither the Issuer the Trustee nor the Paying Agent will be obliged to make any additional

payments to Noteholders to compensate them for the reduction in the amounts that they will receive as a result of such

withholding or deduction

55 Automatic exchange of information and the repeal of the EU Savings Directive

As of 1 January 2016 in the case of all Member States of the European Union (EU Member States) except Austria

(and from 1 January 2017 in the case of Austria) a new automatic exchange of information regime came into effect (or

will come into effect in the case of Austria) under Council Directive 201116EU on Administrative Cooperation in the

field of Taxation (as amended by Council Directive 2014107EU)

The new regime provides for the automatic exchange of financial account information between EU Member States

including categories of information specified in Council Directive 200348EC on the taxation of savings income in the

form of interest payments (the Savings Directive) as amended The new exchange of information regime is generally

broader in scope than the Savings Directive

To preclude the overlap of the Savings Directive and the new exchange of information regime the Savings Directive has

been repealed with effect from 1 January 2016 in the case of all EU Member States other than Austria (and will be

repealed with effect from 1 January 2017 in the case of Austria) (subject to on-going requirements to fulfil administrative

obligations such as the reporting and exchange of information relating to and accounting for withholding taxes on

payments made before those dates)

56 Foreign Account Tax Compliance Act

New US tax provisions commonly known as the Foreign Account Tax Compliance Act (FATCA) impose a new

reporting regime and potentially a 30 withholding tax with respect to certain payments to (i) any non-US financial

institution (a foreign financial institution or FFI (as defined by FATCA)) that does not become a Participating FFI

by entering into an agreement with the IRS to provide the IRS with certain information in respect of its account holders

and investors or is not otherwise exempt from or in deemed compliance with FATCA (ii) any non-US entity that is not

an FFI (unless such non-US entity is otherwise exempt from FATCA) and that does not provide information as to

whether such entity has any substantial United States owners (as defined by FATCA) and (iii) any person that fails to

comply with reasonable requests for information necessary to determine if such person holds a United States account (a

Recalcitrant Holder)

The new FATCA withholding regime will be phased-in beginning 1 July 2014 for certain US-source payments and will

apply to foreign passthru payments (a term not yet defined) on the later of 1 January 2019 and the update of publication

of final regulations defining that term FATCA withholding would potentially apply to payments in respect of (i) any

Notes characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for US federal tax

purposes that are issued on or after the grandfathering date which is (a) 1 July 2014 for newly issued Notes (b) the

date of material modification of the Notes if originally issued before 1 July 2014 or (c) the date that is six months after

the date on which final US Treasury Regulations defining the term foreign passthru payment are filed with the Federal

Register (for foreign passthru payment withholding only) and (ii) any Notes characterised as equity or which do not have

a fixed term for US federal tax purposes whenever issued If Notes are issued before the grandfathering date and

additional Notes of the same series are issued on or after that date the additional Notes may not be treated as

grandfathered which may have negative consequences for the existing Notes including a negative impact on market

price

51

The United States and a number of other jurisdictions have announced their intention to negotiate intergovernmental

agreements to facilitate the implementation of FATCA (each an IGA) Pursuant to FATCA and the Model 1 and

Model 2 IGAs released by the United States an FFI in an IGA signatory country could be treated as a Reporting FI

not subject to withholding under FATCA on any payments it receives Further an FFI in a Model 1 IGA jurisdiction

would not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding

being FATCA Withholding) from payments it makes (unless it has agreed to do so under the US qualified

intermediary withholding foreign partnership or withholding foreign trust regimes) The Model 2 IGA leaves open

the possibility that a Reporting FI might in the future be required to withhold as a Participating FFI on foreign passthru

payments and payments that it makes to Recalcitrant Holders Under each Model IGA a Reporting FI would still be

required to report certain information in respect of its account holders and investors to its home government Furthermore

a Reporting FFI will be required to register with the IRS regardless of whether such Reporting FI is in a jurisdiction that

has executed a Model 1 or a Model 2 IGA with the United States

The Issuer may be classified as an FFI If the Issuer does not become a Participating FFI Reporting FI or is not treated

as exempt from or in deemed compliance with FATCA the Issuer may be subject to FATCA withholding tax on certain

US-source payments including US-source payments received from Participating FFIs Any such withholding imposed

on the Issuer may reduce the amounts available to the Issuer to make payments on the Notes

The United States and the United Kingdom have entered into an agreement (the US-UK IGA) based largely on the

Model 1 IGA The Issuer expects to be treated as a Reporting FI pursuant to the US-UK IGA and does not anticipate

being obliged to deduct any FATCA withholding tax from payments it makes There can be no assurance however that

the Issuer will be treated as a Reporting FI or that it would in the future not be required to deduct FATCA withholding

tax from payments it makes Accordingly the Issuer and financial institutions through which payments on the Notes are

made may be required to withhold under FATCA if (i) any FFI through or to which payment on such Notes is made is

not a Participating FFI a Reporting FI or otherwise exempt from or in deemed compliance with FATCA or (ii) an

investor is a Recalcitrant Holder

If an amount in respect of FATCA withholding tax were to be deducted or withheld either from amounts due to the Issuer

or from interest principal or other payments made in respect of the Notes neither the Issuer nor any paying agent nor any

other person would pursuant to the conditions of the Notes be required to pay additional amounts as a result of the

deduction or withholding As a result investors may receive less interest or principal than expected If FATCA

withholding tax is required the provisions of Condition 73 (Optional Redemption in Whole) may apply and the Issuer

may redeem the Notes as more fully set out in Condition 73

FATCA is particularly complex and its application is uncertain at this time The above description is based in part

on regulations official guidance and model IGAs all of which are subject to change or may be implemented in a

materially different form Prospective investors should consult their tax advisers on how these rules may apply to

payments they may receive in connection with the Notes

57 EMIR MiFID II MiFIR and SFTR

Regulation (EU) No 6482012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives central

counterparties and trade repositories known as the European Market Infrastructure Regulation (EMIR) came into

force on 16 August 2012

EMIR is a Level 1 regulation and requires secondary rules for full implementation of all elements Some (but not all) of

these secondary rules have been finalised and certain requirements under EMIR are now in effect On 19 December 2012

the European Commission adopted nine of ESMAs Regulatory Technical Standards (the Adopted RTS) and

Implementing Technical Standards (the Adopted ITS) on OTC Derivatives CCPs and Trade Repositories (the

Adopted RTS and Adopted ITS together being the Adopted Technical Standards) which included technical

standards on clearing reporting and risk mitigation (see further below) The Adopted ITS were published in the Official

Journal of the European Union on 21 December 2012 and entered into force on 10 January 2013 The Adopted RTS were

published in the Official Journal of the European Union on 23 February 2013 and entered into force on 15 March 2013

EMIR introduces certain requirements in respect of OTC derivative contracts applying to financial counterparties

(FCPs) such as investment firms credit institutions and insurance companies and certain non-financial counterparties

(Non-FCPs) Such requirements include amongst other things the mandatory clearing of certain OTC derivative

contracts (the Clearing Obligation) through an authorised central counterparty (a CCP) the reporting of OTC

derivative contracts to a registered or recognised trade repository (the Reporting Obligation) and certain risk

52

mitigation requirements in relation to derivative contracts which are not centrally cleared in relation to timely

confirmation portfolio reconciliation and compression and dispute resolution (the Risk Mitigation Obligations)

EMIR also imposes a record-keeping requirement pursuant to which counterparties must keep a record of any derivative

contract they have concluded and any modification thereto for at least five years following the termination of the

contract

The Clearing Obligation applies to FCPs and certain Non-FCPs which have positions in OTC derivative contracts

exceeding specified clearing thresholds Such OTC derivative contracts also need to be of a class of derivatives which

has been designated by ESMA as being subject to the Clearing Obligation On the basis of the Adopted Technical

Standards it is likely that the Issuer will be treated as a Non-FCP for the purposes of EMIR and the swap transactions to

be entered into by it on the Closing Date will not exceed the clearing threshold In relation to interest rate OTC

derivatives the European Parliament and Council has adopted Delegated Regulation 20152205 on Regulatory Technical

Standards on central clearing for interest rate derivatives which was published in the Official Journal of the European

Union on 1 December 2015 and took effect as of 21 December 2015 The Regulatory Technical Standards provide for the

Clearing Obligation to be phased-in over a period of three years depending on the category of counterparty The Issuer

will be treated as a Non-FCP for the purposes of EMIR and the swap transactions to be entered into by it on the Closing

Date will not exceed the clearing threshold and therefore should not be subject to the Clearing Obligation

A CCP will be used to meet the Clearing Obligation by interposing itself between the counterparties to the eligible OTC

derivative contracts For the purposes of satisfying the Clearing Obligation EMIR requires derivative counterparties to

become clearing members of a CCP a client of a clearing member or to otherwise establish indirect clearing

arrangements with a clearing member Each derivative counterparty will be required to post both initial and variation

margin to the clearing member (which in turn will itself be required to post margin to the CCP) EMIR requires CCPs to

only accept highly liquid collateral with minimal credit and market risk which is defined in the Adopted Technical

Standards to include cash in certain currencies gold and highly rated government bonds

The Reporting Obligation came into force as from 12 February 2014 and applies to all types of counterparties and covers

the entry into modification or termination of cleared and non-cleared derivative contracts which were amongst other

things entered into (i) before 16 August 2012 and which remain outstanding on 16 August 2012 or (ii) on or after 16

August 2012 The deadline for reporting derivative contracts is one business day after the derivative contract was entered

into or amended and such reporting obligation came into force as from 12 February 2014 The details of all such

derivative contracts are required to be reported to a trade repository In addition as of 12 August 2014 FCPs and

Non-FCPs which exceed the specified clearing threshold have been required to report collateral mark to market or mark

to model valuations of their derivative contracts

The Clearing Obligations came into force on 21 December 2015 and will be incrementally phased-in over a period of

three years to permit market participants sufficient time to comply with the requirements Accordingly the initial

clearing requirements for FCPs and certain Non-FCPs commenced on 21 June 2016 in respect of certain interest rate

derivative contracts denominated in Euro Sterling Japanese Yen or United States Dollars The margin requirements for

uncleared derivative transactions will likewise be incrementally phased-in with entities initially having outstanding

derivative contracts with a total gross notional of more than EUR 3 trillion being required to comply with the margin

requirements from the middle of 2017

FCPs and Non-FCPs which enter into non-cleared derivative contracts must ensure that appropriate procedures and

arrangements are in place to measure monitor and mitigate operational and counterparty credit risk Such procedures and

arrangements include amongst other things the timely confirmation of the terms of a derivative contract and formalised

processes to reconcile trade portfolios identify and resolve disputes and monitor the value of outstanding contracts In

addition FCPs and Non-FCPs which exceed the specified clearing threshold must also mark-to-market the value of their

outstanding derivative contracts on a daily basis and have risk-management procedures that require the timely accurate

and appropriately segregated exchange of collateral The Issuer is required to comply with certain of the Risk Mitigation

Obligations which may give rise to additional costs and expenses for the Issuer which may in turn reduce amounts

available to make payments with respect to the Notes Whilst it is likely that the Issuer will be treated as a Non-FCP and

therefore subject to the less onerous level of Risk Mitigation Obligations aspects of EMIR and its application to

securitisation vehicles remain unclear including in particular the requirements for the exchange of collateral which are

expected to be phased-in from the first quarter of 2017

The EU regulatory framework and legal regime relating to derivative contracts is set not only by EMIR but also by the

proposals to amend the existing Markets in Financial Instruments Directive The official texts of Directive 201465EU

of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending

53

Directive 200292EC and Directive 201161EU (MiFID II) and Regulation (EU) No 6002014 of the European

Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No

6482012 (MiFIR and together with MiFID II MiFID IIMiFIR) were published in the Official Journal of the

European Union on 12 June 2014 and entered into force on 2 July 2014 MiFIR is a Level 1 regulation and requires

secondary rules for full implementation of all elements The implementing measures that supplement MiFIR will take the

form of delegated acts and technical standards On 23 April 2014 the Commission asked ESMA to produce technical

advice on the necessary delegated acts On 22 May 2014 ESMA launched its consultation process which is on-going

MiFID IIMiFIR will apply in EU member states from 3 January 2018

Amongst other requirements MiFIR requires certain standardised derivative contracts to be traded on exchanges and

electronic platforms (the Trading Obligation) Regulatory technical standards have been developed to determine

which derivative contracts will be subject to the Trading Obligation however they have yet to be finalised and published

in the Official Journal of the European Union In this respect it is difficult to predict the full impact of these regulatory

requirements on the Issuer

The European Parliament and Council has adopted Regulation (EU) No 20152365 of 25 November 2015 which was

published in the Official Journal of the European Union on 23 December 2015 and took effect as of 12 January 2016

known as the Securities Financing Transactions Regulation (SFTR) SFTR introduces certain requirements in respect

of OTC derivative contracts applying to financial counterparties (SFTR FCPs) such as investment firms credit

institutions and insurance companies and certain non-financial counterparties (SFTR Non-FCPs) Such requirements

include amongst other things the reporting of Securities Financing Transactions (as such term is defined in SFTR) that

has been concluded between SFTR FCPs and SFTR Non-FCPs together with any modification or termination of a

Securities Financing Transaction to a trade repository (the SFTR Reporting Obligation) The definition of Securities

Financing Transaction includes repurchase transactions securities or commodities lending transactions buy-sell back

transactions and margin lending transactions and could potentially include credit support agreements (such as the Swap

Credit Support Document) ESMA has been tasked with drafting draft regulatory technical standards to be included in the

reports prepared pursuant to the SFTR Reporting Obligation which it is due to deliver to the European Commission by 3

January 2017 The requirements also include an obligation to disclose certain information before counterparties

(including SFTR FCPs and SFTR Non-FCPs) can reuse financial instruments (but not cash) received as collateral from

13 July 2016 (the Collateral Reuse Notification Obligation) The Collateral Reuse Notification Obligation applies

irrespective of whether the relevant transaction is a Securities Financing Transaction

Prospective investors should be aware that the regulatory changes arising from EMIR SFTR and MiFID IIMiFIR may

in due course significantly raise the costs of entering into derivative contracts and may adversely affect the Issuers ability

to engage in transactions in OTC derivatives As a result of such increased costs or increased regulatory requirements

investors may receive less interest or return as the case may be Investors should be aware that such risks are material

and that the Issuer could be materially and adversely affected thereby As such investors should consult their own

independent advisers and make their own assessment about the potential risks posed by EMIR technical standards made

thereunder (including the Adopted Technical Standards) SFTR and MIFID IIMiFIR in making any investment decision

in respect of the Notes

In addition given that the date of application of some of the EMIR provisions the EMIR technical standards the SFTR

provisions the SFTR technical standards the MIFID IIMiFIR provisions and MIFID IIMiFIR technical standards

remains uncertain and given that additional technical standards or amendments to the existing EMIR provisions the

SFTR provisions andor MIFID IIMiFIR provisions may come into effect in due course prospective investors should be

aware that the relevant Transaction Documents may need to be amended during the course of the transaction without the

consent of any Noteholder to ensure that the terms thereof and the parties obligations thereunder are in compliance with

EMIR andor the then subsisting EMIR technical standards SFTR andor the then subsisting SFTR technical standards

and MIFID IIMiFIR andor the then subsisting MIFID IIMiFIR technical standards (see the risk factor entitled

Modification of Transaction Documents without consent of Noteholders)

58 The Volcker Rule

The Issuer is relying on an exclusion or exemption under the Investment Company Act of 1940 other than the exclusions

contained in Section 3(c)(1) or 3(c)(7) The Issuer was structured so as not to constitute a covered fund for purposes of

the regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such

implementing regulations the Volcker Rule) The Volcker Rule generally prohibits banking entities (which is

broadly defined to include US banks and bank holding companies and many non-US banking entities together with

their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading (ii) acquiring or retaining an

54

ownership interest in or sponsoring a covered fund and (iii) entering into certain relationships with such funds Full

Compliance with the Volcker Rule is now required with respect to any covered fund that was formed on and after

31 December 2013 Under the Volcker Rule unless otherwise jointly determined by specified federal regulators a

covered fund does not include an issuer that may rely on an exclusion or exemption from the definition of investment

company under the Investment Company Act other than the exclusions contained in Section 3(c)(1) or 3(c)(7) of the

Investment Company Act The general effects of the Volcker Rule remain uncertain Any prospective investor in the

Notes including a US or foreign bank or a subsidiary or other affiliate thereof should consult its own legal advisors

regarding such matters and other effects of the Volcker Rule

59 EU Financial Transaction Tax

On 14 February 2013 the European Commission issued proposals (the Commissions Proposal) including a Council

Directive (Directive) for a financial transaction tax (FTT) The current intention is for the FTT to be adopted via an

enhanced cooperation procedure in certain participating EU member states (Belgium Germany Estonia Greece Spain

France Italy Austria Portugal Slovenia and Slovakia However Estonia has since stated that it will not participate)

The Commissions Proposal has very broad scope and could if introduced apply to certain dealings in the Notes

(including secondary market transactions) in certain circumstances

Under the Commissions Proposal the FTT could apply in certain circumstances to persons both within and outside of

the participating Member States Generally it would apply to certain dealings in the Notes where at least one party is a

financial institution and at least one party is established in a participating Member State A financial institution may be

or be deemed to be established in a participating Member State in a broad range of circumstances including (a) by

transacting with a person established in a participating Member State or (b) where the financial instrument which is

subject to the financial transaction is issued in a participating member state

The FTT proposal remains subject to negotiation between the participating Member States and the scope of any such tax

is uncertain Additional EU Member States may decide to participate although certain EU Member States have

expressed strong objections to the proposal It may therefore be altered prior to any implementation the timing of which

remains unclear Moreover once the draft Directive has been adopted (the Final FTT Directive) it will need to be

implemented into the respective domestic laws of the participating member states and the domestic provisions

implementing the Final FTT Directive might deviate from the Final FTT Directive itself

Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT

60 Bona Fide Purchaser

A disposition of a vehicle by an Obligor to a bona fide private purchaser without notice of the hire purchase agreement

will transfer to the purchaser the Originators title to the vehicle

55

RECEIVABLES POOL AND SERVICING

Please refer to the sections entitled Description of the Purchased Receivables The Provisional Receivables Pool and

Summary of Principal Transaction Documents - Receivables Purchase Agreement for further detail in respect of the

characteristics of the Purchased Receivables Pool and the sale and the servicing arrangements in respect of the

Purchased Receivables Pool

Sale of Portfolio The Initial Purchased Receivables comprising the Initial Purchased Receivables Pool

was selected on 31 October 2016 (the Initial Cut-Off Date) The Initial Purchased

Receivables Pool together with Ancillary Rights will be sold to the Issuer on the

Closing Date In the case of Scottish Receivables the Seller will hold such Scottish

Receivables on trust for the Issuer

The Seller has the right to sell Additional Purchased Receivables to the Issuer on each

Payment Date falling within the Revolving Period

The Purchased Receivables comprise claims against Obligors in respect of payments

due under Financing Contracts The vehicles (Financed Objects) financed pursuant

to the Financing Contracts are new and second hand motor vehicles (including

motorcycles scooters and light commercial vehicles)

The Ancillary Rights include rights of action against Obligors rights to Enforcement

Proceeds rights to any proceeds or monetary benefit in respect of any claim or claims

against any motor vehicle insurer in relation to any damaged or stolen Financed

Object (an Insurance Claim) (the Insurance Proceeds) arising in relation to the

relevant Financed Object rights of the Seller to PCP Recoveries rights of action

against a dealer relating to the relevant Financing Contract but exclude any rights

specifically relating to legal title to the Financed Object itself

The Financing Contracts are expressed to be governed by the laws of England and

Wales and take the form of hire purchase agreements (HP Contracts) and personal

contract purchase agreements (PCP Contracts) between FRB London and Obligors

pursuant to which the Obligors repayments amortise in monthly instalments over the

life of the Financing Contracts and which may include a final balloon payment or in

the case of PCP Contracts include an additional larger final payment amount at the

end of the term of the Financing Contract

The transaction is not and the Notes are not a re-securitisation as none of the

receivables backing the Notes is itself an asset-backed security or other securitisation

position and the transaction is also not a synthetic securitisation in which risk

transfer would be achieved through the use of credit derivatives or other similar

financial instruments

See the section entitled Summary of Principal Transaction Documents - Receivables

Purchase Agreement

HP Contracts The HP Contracts are entered into with Obligors who are individuals companies

partnerships and sole traders HP Contracts are available for both new and used

vehicles and light commercial vehicles

HP Contracts contain standard terms where an initial deposit is paid and then the

balance is typically amortised in equal monthly instalments At the end of the term of

the HP Contract after an additional Option to Purchase Fee is paid (if applicable) the

Obligor owns the Financed Object

HP+ Contracts

Certain of the HP Contracts are hire purchase agreements which are entered into with

Obligors together with separate unsecured loans (the HP+ Unsecured Loan(s))

HP+ Unsecured Loans are granted to Obligors under the same written agreement as

56

the related HP Contract and are subject to predominantly the same terms (eg as to

repayment early termination etc) However the HP Contract and HP+ Unsecured

Loan have been drafted as multiple agreements under section 18 of the CCA HP+

Unsecured Loans are not assigned to the Issuer and do not form part of the Portfolio

HP+ Contracts are entered into with Obligors who are individuals and sole traders

with a specified credit rating in accordance with the Customary Operating Practices

HP+ Contracts are available for both new and used vehicles and light commercial

vehicles

HP+ Contracts contain standard terms where an initial deposit is paid and then the

balance of both the HP Contract and any related HP+ Unsecured Loan is typically

amortised in equal monthly instalments At the end of the term of the HP+ Contract

after an additional Option to Purchase Fee is paid (if applicable) the Obligor owns the

Financed Object

The HP Contract and any HP+ Unsecured Loan are identified as separate loans on the

Servicers systems For the purpose of the direct debit instruction for payment by the

Obligor the amounts due under the HP Contract and any related HP+ Unsecured Loan

are combined into one single composite figure sent to the Obligors bank for payment

Prior to a Servicer Replacement Event FRB London is responsible for servicing both

the HP Contract (as Servicer on behalf of the Issuer) and any related HP+ Unsecured

Loan (on behalf of itself) Following a Servicer Replacement Event the Back-up

Servicer will be appointed to service the HP Contract on behalf of the Issuer in

accordance with the Back-up Servicing Agreement Servicing of any HP+ Unsecured

Loan will remain the responsibility of FRB London For this reason at this point the

combined single direct debit instruction of the Obligor will be cancelled and replaced

with two separate direct debits one for the HP Contract and one for the HP+

Unsecured Loan

PCP Contracts The PCP Contracts are entered into with Obligors who are individuals PCP Contracts

are available for both new and used vehicles

PCP Contracts are similar to HP Contracts but with a Final Payment Amount at the

end of the term of the PCP Contract which is larger than the preceding monthly

instalments where the Obligor can choose to either (a) settle the contract by paying

the Final Payment Amount (and any Option to Purchase Fee) and thereby purchase the

Financed Object or (b) subject to the payment of all amounts due under the contract

(including excess mileage and other charges) and the Obligors compliance with the

terms of the Financing Contract return the Financed Object to FRB in full and final

settlement of the PCP Contract

The options available to the Obligor and the resulting implication for the Transaction

are more particularly described as follows

Option (a) - Obligor option to purchase the Financed Object

Where the Obligor chooses to pay the Final Payment Amount and purchase the

Financed Object title in the Financed Object passes to the Obligor when the Obligor

pays the Final Payment Amount and any additional Option to Purchase Fee

Option (b) - Obligor option to return the Financed Object

The Obligor may opt to return the relevant Financed Object to the Servicer instead of

paying the Final Payment Amount In this case the Redelivered Vehicle will then be

inspected by an independent inspection agent to assess the Financed Objects

condition maintenance and mileage Any necessary repair charges or excess mileage

charges will be payable by the Obligor in accordance with the terms of the Financing

Contract The Servicer will then sell the Redelivered Vehicle at auction (usually

57

subject to a reserve price) and the sale proceeds (net of any costs incurred by the

Servicer in connection with the sale) will be remitted by the Servicer into the

Collection Account for the benefit of the Issuer

Calculation of the Final Payment Amount

The decision of the Obligor whether to pay the Final Payment Amount (plus any

Option to Purchase Fee) and therefore purchase the Financed Object or return the

Financed Object to the Seller will in part be affected by the amount of the Final

Payment Amount The Final Payment Amount is set as the Minimum Guaranteed

Future Value of the relevant Financed Object as determined by the Seller at the start

of the Financing Contract based on certain contractual mileage assumptions using the

Cap Gold Book and taking a conservative view of the anticipated future value of the

Financed Object

If the Final Payment Amount to be paid by the Obligor to purchase the Financed

Object is less than the market value of the Financed Object at that time the Obligor

may be more likely to decide to purchase the Financed Object and pay the Final

Payment Amount


Object is greater than the market value of the Financed Object at that time the

Obligor may be more inclined to return the Financed Object to the Seller in lieu of the

Final Payment Amount and thus settle hisher obligation

If the Obligor decides to return the Financed Object to the Seller the amount realised

from the sale of the Redelivered Vehicle (net of any costs incurred in connection with

the sale) may be less than the amount of the Final Payment Amount that would

otherwise have been paid by the Obligor had it decided to purchase the Financed

Object

Features of Purchased

Receivables

The following is a summary of certain features of Receivables provisionally selected

to form a pool (the Provisional Pool) as at 31 October 2016 (the Provisional Pool

Date) The Receivables that form the Initial Purchased Receivables Pool were

randomly selected on the Initial Cut-off Date and have similar characteristics to the

Receivables contained in the Provisional Pool The actual Initial Purchased

Receivables Pool will have an Aggregate Outstanding Principal Balance of

pound56816617384 Investors should refer to and carefully consider further details in

respect of the Receivables set out in The Provisional Receivables Pool

Summary of the Provisional Pool

Type of Receivable Auto loan

Number of Receivables 62629

Aggregate Outstanding

Principal Balance

pound405000441

Weighted Average Original

Amount Financed

pound1139041

Financed Object - New

(Percentage of balance)

(Principal Balance)

595

pound2411648402

58

Financed Object - Used

(Percentage of contracts)

(Principal Balance)

9405

pound38088395701

Receivables Agreement Type

ndash HP Contracts


(Principal Balance)

7845

pound31773368263


ndash HP Contract with Balloon

(none of which are HP+

Contracts)


(Principal Balance)

042

pound169145064

Receivables Agreement - HP+

Contracts


(Principal Balance)

778

pound3151040791

Receivables Agreement - PCP

Contracts


(Principal Balance)

1335

pound5406489985

Weighted Average Effective

Rate

1285

Weighted Average Number of

Rentals

5250

Weighted Average Remaining

Payments Outstanding

4042

Average Current Balance pound646666


LTV

8888

Weighted Average Seasoning

(months)

1195

Consideration Consideration payable by the Issuer in respect of the sale of the Initial Purchased

Receivables shall be equal to the Aggregate Initial Cut-Off Date Principal Balance

and the deferred consideration

Consideration payable by the Issuer in respect of each sale of Additional Purchased

Receivables during the Revolving Period shall be equal to the Principal Balance of the

Additional Purchased Receivables as of the relevant Additional Cut-Off Date and the

deferred consideration

59

The deferred consideration payable for the sale of the Initial Purchased Receivables

and the Additional Purchased Receivables is hereby referred to as the Deferred

Purchase Price

Representations and

Warranties

The Seller will make certain Warranties regarding the Receivables and Ancillary

Rights to the Issuer and the Trustee on the Closing Date and on each subsequent

Additional Purchase Date Though given on the Closing Date and on each subsequent

Additional Purchase Date such Warranties will relate to the Receivables and

Ancillary Rights as at the relevant Cut-Off Dates

In addition to representations and warranties in respect of the legal nature of the

Receivables and their Ancillary Rights (eg the valid binding and enforceable nature

of the relevant Receivable and the Ancillary Rights) and representations and

warranties in relation to the Seller itself (eg that no litigation is pending against it

that would if adversely determined have a material and adverse effect on the

collectability of the Purchased Receivables and that no insolvency proceedings have

been started or threatened against it) there are also asset representations and

warranties including without limitation the following

the relevant Financing Contract is denominated in Pounds Sterling

the related Financing Contract relates to the financing of the purchase of a

single motor vehicle motorcycle scooter or light commercial vehicle

the Receivable was not overdue for an amount greater than pound70 at the

relevant Cut-Off Date

the original maturity under the related Financing Contract varies between in

respect of HP Contracts 12 and 61 months and in respect of PCP Contracts

12 and 49 months

the Receivable was generated in the ordinary course of FRB Londons

business

the Receivable is not to an Obligor who has been declared bankrupt

insolvent or entered into an individual voluntary arrangement pursuant to the

Insolvency Act within 3 years prior to the date of origination of the

Receivable

the related Financing Contract has been entered into exclusively with an

Obligor which if it is a corporate entity has its registered office in England

Wales or Scotland or if it is an individual has its place of residence in

England or Wales or Scotland

the status and enforceability of the Receivable is not impaired due to

warranty claims or any other rights of the Obligor even if the Issuer knew or

could have known on the relevant Cut-Off Date of the existence of such

defences or rights

FRB London has not done anything that would cause such Receivable to be

invalid or irrevocable under the Consumer Credit Act 1974 (as amended)

FRB London has originated the Receivable pursuant to a Financing Contract

in the form of a Standard Form Contract and

the total outstanding amount of Purchased Receivables assigned pursuant to

the Receivables Purchase Agreement resulting from relevant Financing

Contracts with one and the same individual Obligor that is not a corporate

entity will not exceed pound500000


60

Purchase Agreement for further information

Repurchase of the

Receivables

The Issuer shall offer to sell and the Seller shall repurchase the relevant Purchased

Receivables upon breach of Warranties (which are either not capable of remedy or if

the Seller failed to remedy the relevant breach as at the end of the Monthly Period

which includes the thirtieth (30th) day after the date that the Seller became aware or

was notified of such breach to cure or correct such breach (the Cure Period))

Consideration for repurchase The consideration payable by the Seller in respect of a repurchase of a Purchased

Receivable shall (i) in respect of a Non-Conforming Receivable be equal to the

Principal Balance of such Purchased Receivable as at the relevant Repurchase Date

(the Repurchase Amount) or (ii) in the case of any Purchased Receivables which

had not come into existence at the time of its assignment to the Issuer an amount

equal to the deemed amount of the Principal Balance of such non-existent Receivables

at the date of such payment

Perfection Events Transfer of the legal title to the relevant Purchased Receivables will be completed on

the occurrence of certain Notification Events which include insolvency of the Seller

or Servicer and failure to repurchase a Non-Conforming Receivable

See Perfection Event in the section entitled Triggers Tables - Non-rating Triggers

Table

Prior to the completion of the transfer of legal title to the relevant Purchased

Receivables the Issuer will hold only the equitable title to those Purchased

Receivables and will therefore be subject to certain risks as set out in the risk factor

entitled Equitable Assignment in the Risk Factors section

Servicing of the Purchased

Receivables

The Servicer will be appointed by the Issuer (and in certain circumstances the

Trustee) to service the Purchased Receivables on a day-to-day basis The appointment

of the Servicer may be terminated by the Issuer with the consent of the Trustee or by

the Trustee upon the occurrence of any of the following events (the Servicer

Replacement Events)

(a) any delay or failure (and such failure is (if capable of remedy) not

remedied within three Business Days of notice of such failure being

given) by the Servicer to duly observe or perform in any material

respect any of its covenants or agreements which delay or failure

materially and adversely affects the rights of the Issuer the Trustee

or the Noteholders provided that such delay or failure of

performance will not constitute a Servicer Replacement Event for a

period of 150 days if such delay or failure was caused by an event

beyond the reasonable control of the Servicer an act of God or other

similar occurrence or

(b) the Servicer suffers an Insolvency Event

The Servicer may also resign upon giving not less than six months notice to the Issuer

and the Trustee provided that

(a) the Trustee and the Issuer consent in writing to such termination

(b) the Back-up Servicer has replaced the Servicer or another successor

servicer has been appointed and

(c) notice in writing as to the replacement of the Servicer has been

given to all Obligors

Delegation The Servicer may delegate some of its servicing functions to a third party provided

that the Servicer remains responsible for the performance of any functions so

delegated See the section Summary of the Principal Transaction Documents -

61

Servicing Agreement for further information

62

SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES

Please refer to section entitled Terms and Conditions of the Notes for further detail in respect of the terms of the Notes

FULL CAPITAL STRUCTURE OF THE NOTES

Class A1

Notes

Class A2

Notes

Class B Notes Class C Notes Class D Notes Class E Notes

Currency pound euro pound pound pound pound

Principal

Amount

385000000 125000000 58400000 8500000 9720000 3980000

Rating Agencies Moodys

SampP

Moodys

SampP

Moodys

SampP

Moodys

SampP

NA NA

Anticipated

ratings

Aaa (sf) by

Moodys

AAA (sf) by

SampP

Aaa (sf) by

Moodys

AAA (sf) by

SampP

A2 (sf) by

Moodys

A (sf) by SampP

Baa3 (sf) by

Moodys

A- (sf) by

SampP

No Rating No Rating

Note Credit

Enhancement

Subordination

of Class B C

D and E

Notes Cash

Reserve

Account

Subordination

of Class B C

D and E

Notes Cash

Reserve

Account

Class A2

Cash

Accumulation

Fund

Subordination

of Class C D

and E Notes

Cash Reserve

Account

Subordination

of Class D

and E Notes

Cash Reserve

Account

Subordination

of Class E

Notes Cash

Reserve

Account

NA

Reserve Credit

Enhancement

Cash Reserve

Account

Cash Reserve

Account

Cash Reserve

Account

NA NA NA

Issue Price 100 100 100 100 100 100

Interest Rate

Reference Rate

1 month

Sterling

LIBOR +

Relevant

Margin1

1 month

EURIBOR +

Relevant

Margin2

1 month

Sterling

LIBOR +

Relevant

Margin1

300 525 1500



Relevant

Margin

060 045 150 NA NA NA

Interest Accrual

Method

Actual365 Actual360 Actual365 Actual365 Actual365 Actual365

Interest

Determination

Dates

LIBOR Determination Date means in respect of the first Interest Period the Closing Date and in

respect of each subsequent Interest Period the Payment Date on which the relevant Interest Period

commences

EURIBOR Determination Date means in respect of the first Interest Period the Closing Date

and in respect of each subsequent Interest Period the Payment Date on which the relevant Interest

63

Period commences

Payment Dates Interest will be payable monthly in arrears on the Payment Date falling on or around the 20th of each

calendar month in each calendar year commencing on the first Payment Date

Business Day

Convention

Modified

Following

Modified

Following

Modified

Following

Modified

Following

Modified

Following

Modified

Following

First Payment

Date

20 January

2017

20 January

2017

20 January

2017

20 January

2017

20 January

2017

20 January

2017

First Interest

Period

The period commencing on (and including) the Closing Date and ending on (but excluding) the first

Payment Date falling on 20 January 2017

Revolving

Period

The Revolving Period commences on the Closing Date and ends on (and excludes) the Amortisation

Date No principal will be paid on the Notes during the Revolving Period

Amortisation Date means the earlier of (i) the Payment Date following the Additional Cut-Off

Date in June 2017 and (ii) the day on which an Amortisation Event has occurred

Pre-

Enforcement

Redemption

profile

Sequential pass-through redemption (Class A1 Notes and Class A2 Notes then Class B Notes then

Class C Notes then Class D Notes and then Class E Notes) in accordance with the Pre-Enforcement

Order of Priority Please refer to Condition 8 (Payments)

Post-

Enforcement

Redemption

profile

Sequential pass through redemption in accordance with the Post-Enforcement Order of Priority

Please refer to Condition 13 (Enforcement)

Call Option 10 clean up call Funds available on the date fixed for redemption to satisfy all of the obligations of

the Issuer under the Trust Deed the Notes and any other liability of the Issuer ranking senior thereto

or pari passu therewith pursuant to the Pre-Enforcement Order of Priority on such date Please refer

to Condition 73 (Optional Redemption in Whole)

Other Early

Redemption in

Full Events

Tax call Please refer to Condition 73 (Optional Redemption in Whole)

Final Maturity

Date

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

Form of the

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Application for

Listing

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Reg S ISIN XS149611134

2

XS149611231

6

XS149611266

2

XS149611282

9

XS149611304

1

XS152029462

7

Reg S Common

Code

149611134 149611231 149611266 149611282 149611304 152029462

Clearance

Settlement

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Minimum

Denomination

pound100000 and

integral

euro100000 and

integral

pound100000 and

integral

pound100000 and

integral

pound100000 and

integral

pound100000 and

integral

64

multiples of

pound1000 in

excess thereof

multiples of

euro1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof

Regulation Regulation S Regulation S Regulation S Regulation S Regulation S Regulation S

Retained

Amount

Randomly selected Receivables with an aggregate Principal Balance equal to at least 5 of the

Principal Balance of the Purchased Receivables as at the relevant Purchase Date where such retained

Receivables would otherwise have been securitised in the securitisation in accordance with

Articles 405(1)(c) of CRR Section 5 of AIFMR (supplementing AIFMD) and Article 254 of the

Solvency II Regulation

Ranking The Notes within each Class will rank pari passu and rateably without any preference or priority

among themselves as to payments of interest and principal at all times

Payment of interest on the Class A1 Notes and Class A2 Notes will rank senior to payments of

interest on the other classes of Notes The Class A1 Notes and the Class A2 Notes will rank

pari passu and rateably without any preference or priority among themselves as to payments of

interest and principal at all times

Payment of interest on the Class B Notes will rank senior to payments of interest on the Class C

Notes the Class D Notes and the Class E Notes

Payment of interest on the Class C Notes will rank senior to payments of interest on the Class D

Notes and the Class E Notes

Payment of principal on the Class A1 Notes and Class A2 Notes will rank senior to payments of

principal on the other Classes of Notes

Payment of principal on the Class B Notes will rank senior to payments of principal on the Class C


Payment of principal on the Class C Notes will rank senior to payments of principal on the Class D


The Most Senior Class Outstanding is

(a) the Class A1 Notes and Class A2 Notes whilst they remain outstanding and

(b) thereafter the Class B Notes whilst they remain outstanding and

(c) thereafter the Class C Notes whilst they remain outstanding and

(d) thereafter the Class D Notes whilst they remain outstanding and

(e) thereafter the Class E Notes whilst they remain outstanding

See Condition 6 (Interest) and Condition 8 (Payments) for further information

Issuer Security The Notes are secured and share the same Issuer Security with the other Secured Obligations of the

Issuer as set out in the Deed of Charge and the Assignation in Security as described in further detail

in Condition 4 (Security)

The Issuer Security granted by the Issuer pursuant to the Deed of Charge includes

(a) an assignment by way of first fixed security of the benefit of all of its present and future

right title and interest to in and under the Purchased Receivables

(b) an assignment by way of first fixed security of the benefit of all of its present and future

right title and interest to in and under

(i) the Charged Transaction Documents

(ii) each other contract agreement deed (other than the Trust Deed the Deed of

65

Charge and Assignation in Security) and document present and future to which

the Issuer is or becomes a party including without limitation all rights to receive

payment of any amounts which may become payable to the Issuer thereunder and

all payments received by the Issuer thereunder from time to time all rights to serve

notices andor make demands thereunder andor to take such steps as are required

to cause payments to become due and payable thereunder and all rights of action in

respect of any breach thereof and all rights to receive damages or obtain other

relief in respect thereof

(c) first fixed security over the benefit of all of its present and future right title and interest to

in and under any Permitted Investment

(d) a first fixed charge over the benefit of each account of the Issuer other than any such

accounts situated outside England and Wales (and any replacement therefor) and all of its

other book debts present and future the proceeds of the same and all other moneys due and

payable to it and the benefit of all rights securities and guarantees of any nature enjoyed or

held by it in relation to any of the foregoing and

(e) a first floating charge over the whole of the Issuers undertaking and all the Issuers

property assets and rights whatsoever and wheresoever present and future including

without limitation the Issuers uncalled capital except to the extent otherwise charged or

secured under the Deed of Charge (but excepting from such exclusion the whole of the

Issuers undertaking property assets and rights situated in Scotland or otherwise governed

by Scots law all of which are charged by the floating charge thereby created)

In addition as continuing security for the payment or discharge of the Secured Obligations the

Issuer will grant the Assignation in Security in favour of the Trustee for itself and on trust for the

Transaction Creditors

Some of the other Secured Obligations rank senior to the Issuers obligations under the Notes in

respect of the allocation of proceeds as set out in the Post-Enforcement Order of Priority

See also the following risk factor under Risks Relating to the Insolvency of the Issuer ndash


Interest

Provisions

Please refer to Full Capital Structure of the Notes as set out above and Condition 6 (Interest)

Interest

Deferral

To the extent that on any Payment Date the Issuer does not have sufficient funds to pay in full

interest on the Notes other than the Most Senior Class Outstanding whilst the Most Senior Class

Outstanding is a Senior Note this payment may be deferred in accordance with Condition

62 (Payment Dates and Interest Periods)

Interest will not accrue on any deferred Accrued Interest irrespective of the period for which it

remains outstanding (other than in respect of the Class C Notes where interest will accrue on any

deferred Accrued Interest)

Payment of the shortfall representing deferred Accrued Interest will be deferred until the first

Payment Date on which the Issuer has sufficient funds provided that the payment of such shortfall

shall not be deferred beyond the Final Maturity Date or any other date on which the Notes are to be

redeemed in full On such date any amount which has not by then been paid in full shall become due

and payable

See also the risk factor Liability and Limited Recourse under the Notes

Gross-up None of the Issuer or any Agent or the Account Bank will be obliged to gross-up if there is any

withholding or deduction in respect of the Notes on account of taxes

All payments of principal and interest in respect of the Notes and the Coupons shall be made free and

clear of and without withholding or deduction for any taxes duties assessments or governmental

charges of whatsoever nature imposed levied collected withheld or assessed by the United

66

Kingdom or any other jurisdiction or any political subdivision or any authority thereof or therein

having power to tax unless such withholding or deduction is required by law In that event the

Issuer shall have no obligation to pay any additional amount However see Condition 73 (Optional

Redemption in Whole) for a description of the Issuers right to redeem the Notes on the occurrence of

certain tax-related events including the imposition of United Kingdom withholding tax on payments


The Purchased Receivables will not be subject to any withholding tax in the United Kingdom

because the Issuer is a company that is tax resident in the United Kingdom

Redemption The Notes are subject to the following optional or mandatory redemption events

mandatory redemption in whole on the Final Maturity Date as fully set out in

Condition 71 (Final Redemption)

mandatory redemption in part on any Payment Date following the expiration of the

Revolving Period subject to availability of Available Principal Distribution Amount on the

basis of the sequential pass through of available funds as fully set out in Condition

74 (Mandatory Redemption in Part)

optional redemption exercisable by the Issuer in whole (but not in part) when the Aggregate

Principal Balance is less than 10 of the Aggregate Initial Cut-Off Date Principal Balance

of the Purchased Receivables as fully set out in Condition 73 (Optional Redemption in

Whole) and

optional redemption exercisable by the Issuer in whole (but not in part) for tax reasons as

fully set out in Condition 73 (Optional Redemption in Whole)

Subject to the Issuer having sufficient funds available for this purpose any Note redeemed pursuant

to the above redemption provisions will be redeemed at an amount equal to the Principal Amount

Outstanding of the relevant Note to be redeemed together with accrued (and unpaid) interest on the

Principal Amount Outstanding of the relevant Note up to (but excluding) the date of redemption

Enforcement

Events

As fully set out in Condition 12 (Enforcement Events) which broadly includes (where relevant

subject to the applicable grace period)

(a) non-payment by the Issuer of principal or interest (other than (i) any interest which falls to

be deferred pursuant to Condition 62 (Interest - Payment Dates and Interest Periods) or

(ii) any principal which falls to be deferred pursuant to Condition 74 (Redemption and

Cancellation - Mandatory Redemption in Part)) in respect of the Notes within two Business

Days after the due date for payment thereof

(b) breach of contractual obligations by the Issuer under the Notes the Conditions or any

Transaction Document where such failure (i) is in the opinion of the Trustee incapable of

remedy (other than any obligation of which breach relates to non-payment in accordance

with paragraph (a) above) or (ii) continues unremedied for a period of 30 days or such

longer period as the Trustee may agree after the Trustee has given written notice thereof to

the Issuer

(c) an Insolvency Event occurs with respect to the Issuer or

(d) it is or will become unlawful for the Issuer to perform or comply with its obligations

Insolvency Events include among other things situations where

(i) the Issuer is or becomes or is declared to be insolvent or unable to pay its

debts or suspends or threatens to suspend making payments (whether of

principal or interest) with respect to all or any class of its debts

(ii) the value of the assets of the Issuer is less than the amount of its liabilities

taking into account its contingent and prospective liabilities

67

(iii) a moratorium is declared in respect of any indebtedness of the Issuer

(iv) the commencement of negotiations with one or more creditors of the Issuer

with a view to a general readjustment rescheduling or deferral of any

indebtedness of such company or proposal to commence such

negotiations

Enforcement If an Enforcement Event has occurred and is continuing the Trustee may and shall if so requested

(i) in writing by the holders of at least 25 of the GBP Equivalent Principal Amount Outstanding of

the Most Senior Class Outstanding or (ii) by an Extraordinary Resolution of the Noteholders of the

Most Senior Class Outstanding (but only if it has been indemnified andor secured andor prefunded

to its satisfaction) deliver an Enforcement Notice and institute such proceedings as may be required

in order to enforce the Issuer Security

Limited

Recourse

The Notes are limited recourse obligations of the Issuer and if not repaid in full amounts

outstanding are subject to a final write-off which is described in more detail in Condition 3 (Status

and Ranking of the Notes) and Condition 125 (Limited Recourse)

Non petition Only the Trustee shall be entitled to petition or take any other step for the winding up or the

administration of the Issuer or for the enforcement of the assets constituting the Issuer Security

Please see Condition 126 (Limitation on Action)

Governing Law English law

68

RIGHTS OF NOTEHOLDERS AND RELATIONSHIP WITH OTHER TRANSACTION CREDITORS

Please refer to section entitled Terms and Conditions of the Notes for further detail in respect of the rights of

Noteholders conditions for exercising such rights and relationship with other Transaction Creditors

Prior to an Enforcement Event Noteholders holding no less than 10 of the aggregate GBP Equivalent Principal

Amount Outstanding of the Notes of the relevant Class or Classes then Outstanding

are entitled to convene a Noteholders meeting of such Class or Classes

Noteholders can also participate in a Noteholders meeting convened by the Issuer

or Trustee to consider any matter affecting their interests

Following an Enforcement

Event

If an Enforcement Events occurs and is continuing the holders of the Most Senior

Class Outstanding may if they hold at least 25 of the GBP Equivalent Principal

Amount Outstanding of the Most Senior Class Outstanding or if they pass an

Extraordinary Resolution direct the Trustee to give an Enforcement Notice to the

Issuer pursuant to which each Class of Notes shall become immediately due and

repayable at their respective Principal Amount Outstanding together with any

accrued interest subject to the Trustee being indemnified andor secured andor

prefunded to its satisfaction

Noteholders Meeting provisions Initial meeting Adjourned meeting

Notice period 21 clear days Not less than 10 clear

days

Quorum for ordinary

resolutions

Two or more persons

holding or representing at

least 25 of the

aggregate GBP

Equivalent Principal

Amount Outstanding of

the relevant Class then

Outstanding for the initial

meeting

At an adjourned meeting

two or more persons

holding or representing

whatever percentage of

the aggregate GBP



the Notes of the relevant

Class then Outstanding

Quorum for Extraordinary

Resolutions

Two or more persons


over 50 of the aggregate

GBP Equivalent Principal


aggregate the relevant


for the initial meeting

(other than a Basic Terms

Modification which

requires two or more

persons holding or

representing in aggregate

not less than 75 of the

aggregate GBP



the relevant Class or

Classes of Notes then

Outstanding)


two or more persons



the aggregate GBP






Modification which

requires one or more

persons holding or

representing not less than

3333 of the aggregate





Outstanding)

Required majority for

ordinary resolutions

Not less than 501 of

the persons voting at the

meeting upon a show of




69

hands or if a poll is

demanded not less than

501 of the votes cast on

such poll




such poll


Extraordinary

Resolutions

Not less than 75 of the

persons voting at the





such poll







such poll

Written Resolution All Noteholders of the relevant Class who for the time

being are entitled to receive notice of a meeting A

written resolution has the same effect as an ordinary

resolution or an Extraordinary Resolution (as

applicable)

The Class A1 Noteholders and the Class A2 Noteholders shall vote together as the

Class A Noteholders with the voting rights to be calculated based upon the

aggregate of the Principal Amount Outstanding of the Class A1 Notes and the GBP

Equivalent Principal Amount Outstanding of the Class A2 Notes held by the

relevant Class A Noteholders (which will be determined by applying the Exchange

Rate))

Matters requiring

Extraordinary Resolution

Broadly speaking an Extraordinary Resolution has the power to approve the

following matters

Basic Terms Modification

a modification of the Transaction Documents that is subject to approval at

a meeting of Noteholders

a change of Trustee

Basic Terms Modification Broadly speaking any amendment to the following matters would be a Basic Terms

Modification which requires an Extraordinary Resolution of each Class of Notes

(a) altering the Priority of Payments

(b) changing any date fixed for payment of principal or interest in respect of

the relevant Class of Notes

(c) a modification which would have the effect of changing any day for

payment of interest or any other distributions (as the case may be) in

respect of such Notes

(d) changing the amount of principal or any other distributions (as the case

may be) payable in respect of such Notes

(e) the alteration of the Class A1 Notes Interest Rate the Class A2 Notes

Interest Rate the Class B Notes Interest Rate the Class C Notes Interest

Rate the Class D Notes Interest Rate or the Class E Notes Interest Rate

(f) the alteration of the majority or quorum required to pass an Extraordinary

Resolution

(g) the alteration of the currency of payment of any such Notes or

(h) any alteration of the definition of Basic Terms Modification

70

Relationship between Classes of

Noteholders

Subject to the provisions governing a Basic Terms Modification a resolution of

Noteholders of the Most Senior Class Outstanding shall be binding on all other

Classes and would override any resolutions to the contrary by them

A Basic Terms Modification requires an Extraordinary Resolution of each Class of

Notes then Outstanding

An Extraordinary Resolution of any Class of Noteholders in relation to a Basic

Terms Modification shall not be effective unless it is sanctioned by (i) an

Extraordinary Resolution of Noteholders of each other Class of Notes and (ii) only

in relation to any proposed amendment to the Priority of Payments the effect of

which is to adversely affect the Interest Rate Swap Counterpartys andor the

Currency Swap Counterpartys interests in any way the Interest Rate Swap

Counterparty andor the Currency Swap Counterparty

OriginatorSeller as Noteholder Until such time as the Class A Notes and the Class B Notes have been repaid in full

and the remaining Notes are held in their entirety by FRB London FirstRand

International Limited or any member of the FRB Group neither FRB London

FirstRand International Limited nor any other member of the FRB Group shall be

entitled to vote at any meeting in respect of Notes held by it for its benefit

Relationship between

Noteholders and other


So long as any Notes are outstanding and there is a conflict between the interests of

the Noteholders and the other Transaction Creditors the Trustee will only take into

account the interests of the Noteholders (and not those of any other Transaction

Creditor) in the exercise of its discretion

Provision of Information to the

Noteholders

Information in respect of the underlying Purchased Receivables will be provided to

the investors on an ongoing basis See the section entitled General Information for

further information

The Cash Manager will further provide an investor report on a monthly basis

containing information in relation to the Notes including but not limited to ratings

of the Notes amounts paid by the Issuer pursuant to the Priority of Payments in

respect of the relevant period and required counterparty information

Communication with

Noteholders

Any notice to be given by the Issuer or Trustee to Noteholders shall be given in the

following manner

so long as the Notes are held in the Clearing Systems by delivery to the

relevant Clearing System for communication by it to Noteholders and

so long as the Notes are listed on the a recognised stock exchange by

delivery in accordance with the notice requirements of that exchange

A copy of each notice given in accordance with Condition 20 (Notices to

Noteholders) will be provided to the Rating Agencies the Interest Rate Swap

Counterparty the Currency Swap Counterparty and for so long as the Notes are

listed on the Irish Stock Exchange and the guidelines of the Irish Stock Exchange so

require the Irish Stock Exchange

71

CREDIT STRUCTURE AND CASHFLOW

Please refer to the Terms and Conditions of the Notes for further detail in respect of the credit structure and cash flow of

the transaction

AVAILABLE DISTRIBUTIONAMOUNT

Pre-Enforcement Post-Enforcement

Post-EnforcementOrder of Priority

Pre-EnforcementOrder of Priority

72

Available

Distribution

Amount

The Issuer expects to have the Available Distribution Amount for the purposes of making

interest and principal payments under the Notes and the other Transaction Documents

The Available Distribution Amount in respect of a Payment Date means the amount

calculated on the relevant Calculation Date being the sum of the following amounts

(i) in the case of the first Payment Date falling on 20 January 2017 the

amounts standing to the credit of the Issuer Account which represent the

excess of the net proceeds of the issue of the Rated Notes and the Class D

Notes over the Initial Purchase Price

(ii) in the case of the first Payment Date falling on 20 January 2017 the

Collections received from the Initial Cut-Off Date until 31 December

2016 (inclusive) and for all subsequent Payment Dates the Collections

received for the calendar month immediately prior to each Payment Date

(the Monthly Period) (or in the event payment of principal is deferred

pursuant to Condition 74 (Redemption and Cancellation - Mandatory

Redemption in Part) the Collections received for the Monthly Period

immediately preceding the Servicing Report Delivery Failure and each

subsequent Monthly Period up to and including the Monthly Period

immediately preceding the relevant Payment Date) plus

(iii) any amounts standing to the credit of the Cash Reserve Account on the

relevant Calculation Date plus

(iv) net investment earnings from Permitted Investments as calculated on the


(v) any amounts standing to the credit of the Issuer Account on the relevant

Calculation Date which represent interest accrued on such account plus

(vi) any amounts standing to the credit of the Issuer Account and recorded on

the Replenishment Ledger on the relevant Calculation Date plus

(vii) the Swap Amounts (if any) to be received by the Issuer from the Interest

Rate Swap Counterparty andor the Currency Swap Counterparty plus

(viii) any funds released from the Currency Swap Reserve Account upon

appointment of a Replacement Swap Counterparty for the Class A2

Notes or redemption in full of the Class A2 Notes (provided that there are

no outstanding Currency Swap Deferred Amounts) plus

(ix) the amounts then standing to the credit of the Class A2 Cash

Accumulation Ledger (provided that prior to the amortisation of the

Class A2 Notes to zero such amounts are available in respect of

payments of principal on the Class A2 Notes only in accordance with the

relevant Priority of Payments except for (and only to the extent of) the

amount by which the balance standing to the credit of the Class A2 Cash

Accumulation Fund exceeds the amount required to fully repay the GBP

Equivalent Principal Amount Outstanding of the Class A2 Notes on such

Payment Date) plus

(x) in the case of the first Payment Date falling on 20 January 2017 any

VAT Adjustment Amounts received from the Initial Cut-Off Date until

31 December 2016 (inclusive) and for all subsequent Payment Dates

any VAT Adjustment Amount received for the immediately preceding

Monthly Period (or in the event payment of principal is deferred


Redemption in Part) any VAT Adjustment Amount received for the

Monthly Period immediately preceding the Servicing Report Delivery

73

Failure and each subsequent Monthly Period up to and including the

Monthly Period immediately preceding the relevant Payment Date)

less

(xi) where the payment of principal has been deferred pursuant to Condition

74 (Redemption and Cancellation - Mandatory Redemption in Part) any

amounts received by the Issuer that have been applied by the Cash

Manager towards payment of interest on the Senior Notes and any other

amount ranking in priority thereto in accordance with the provisions of

Condition 74 (Redemption and Cancellation - Mandatory Redemption in

Part) within the period of such principal repayment deferral

Revolving

Period

The Revolving Period commences on the Closing Date and ends on (and excludes) the

Amortisation Date No principal will be paid on the Notes during the Revolving Period

During the Revolving Period amounts may be used to purchase Additional Purchased

Receivables in accordance with the Pre-Enforcement Order of Priority If such amounts are

not applied to purchase Additional Purchased Receivables then they will be credited to the

Issuer Account and recorded on the Replenishment Ledger up to an amount equal to the

Replenishment Amount

Replenishment Ledger means the ledger to be created and maintained in the Issuer

Account to record the Replenishment Amount

Replenishment Amount means on any Calculation Date occurring during the Revolving

Period the difference if positive between the aggregate GBP Equivalent Principal Amount

Outstanding of all Notes as at that Calculation Date and the aggregate of (a) the Performing

Principal Outstanding Amount of the Loans as calculated on the relevant Calculation Date

and (b) the Initial Cash Reserve Amount

Amortisation

Event

The occurrence of any of the following events shall constitute an Amortisation Event

a) on any Calculation Date the Delinquency Ratio exceeds 25

b) on any Calculation Date the Cumulative Net Loss Ratio exceeds 30

c) on two consecutive Payment Dates the amount credited to the Issuer Account and

recorded in the Replenishment Ledger after payments being made in accordance

with the Pre-Enforcement Order of Priority is greater than 10 of the Aggregate

Initial Cut-Off Date Principal Balance

d) the occurrence of an Event of Default or Termination Event (in each case as

defined in the Swap Agreement) under the Interest Rate Swap Agreement andor

the Currency Swap Agreement

e) the occurrence of an Enforcement Event

f) the occurrence of a Notification Event

g) on any Payment Date the Cash Reserve Account is not funded up to the Specified

Cash Reserve Account Required Balance provided that if on any Payment Date

during the first 3 months following the Closing Date the balance of the Cash

Reserve Account is between 07 and 13 of the Aggregate Initial Cut-Off Date

Principal Balance no Amortisation Event shall occur

h) on any Calculation Date (i) the Performing Principal Outstanding Amount of the

Loans plus any amounts available to be used under item ten of the Pre-

Enforcement Order of Priority is less than (ii) the aggregate GBP Equivalent

Principal Amount Outstanding of the Rated Notes and the Class D Notes as of

such Calculation Date

74

Principal

Payment

Amount

The Class A1 Principal Payment Amount means as at each Calculation Date anamount equal to

(a) where the aggregate of the GBP Equivalent Principal Amount

Outstanding of the Class A1 Notes and the Class A2 Notes is greater than

the Principal Amortisation Amount

(i) the Principal Amortisation Amount multiplied by

(ii)

ା

where a equals the Principal Amount Outstanding of the Class A1 Notesand b equals the GBP Equivalent Principal Amount Outstanding of theClass A2 Notes

or

(b) where the aggregate of the GBP Equivalent Principal Amount

Outstanding of the Class A1 Notes and the Class A2 Notes is less than or

equal to the Principal Amortisation Amount the Principal Amount

Outstanding of the Class A1 Notes

The Class A2 Principal Payment Amount means at each Calculation Date an amountequal to





(ii)

ା


or



equal to the Principal Amortisation Amount the GBP Equivalent

Principal Amount Outstanding of the Class A2 Notes

The Class B Principal Payment Amount means as at each Calculation Date an amount

equal to the lesser of (a) the Principal Amortisation Amount less any Class A1 Principal

Payment Amounts and Class A2 Principal Payment Amounts to be paid on the immediately

following Payment Date and (b) the then Principal Amount Outstanding of the Class B

Notes

The Class C Principal Payment Amount means as at each Calculation Date an amount


Payment Amounts and Class A2 Principal Payment Amounts and Class B Principal

Payment Amounts to be paid on the immediately following Payment Date and (b) the then

Principal Amount Outstanding of the Class C Notes

The Class D Principal Payment Amount means as at each Calculation Date an amount



Payment Amounts and Class C Principal Payment Amounts to be paid on the immediately

75

following Payment Date and (b) the then Principal Amount Outstanding of the Class D

Notes

Principal

Amortisation

Amount

On each Calculation Date falling after the end of the Revolving Period the Cash Manager

will calculate the Principal Amortisation Amount in respect of the immediately following

Payment Date

Principal Amortisation Amount means the lower of

(a) the Available Distribution Amount as at the Calculation Date immediately

preceding the relevant Payment Date less to the extent the Pre-Enforcement Order

of Priority applies all amounts falling due and payable under items (i) to (ix) as

the case may be of the Pre-Enforcement Order of Priority on such Payment Date

and

(b) the Expected Amortisation Amount

Expected

Amortisation

Amount

The Expected Amortisation Amount means as calculated on each Calculation Date if

positive

(a) the aggregate of (i) the GBP Equivalent Principal Amount Outstanding of

all Notes as at that Calculation Date and (ii) the Initial Cash Reserve

Account Increase Amount

minus

(b) the aggregate of (i) the Performing Principal Outstanding Amount of the

Loans as calculated on the relevant Calculation Date and (ii) the

Specified Cash Reserve Account Required Balance applicable to the

immediately following Payment Date

The Initial Cash Reserve Account Increase Amount means the difference between (x)

an amount equal to 13 of the Aggregate Initial Cut-Off Date Principal Balance and (y)

the Initial Cash Reserve Amount

The Performing Principal Outstanding Amount of the Loans means as calculated on

each Calculation Date the Aggregate Principal Balance less the Month-end Aggregate

Defaulted Receivables and the Month-end Aggregate Voluntarily Terminated Receivables

in each case as at the end of the Monthly Period immediately preceding the relevant

Calculation Date

The Month-end Aggregate Defaulted Receivables means as calculated on each

Calculation Date the aggregate Principal Balance of the Purchased Receivables that (i)

have become Defaulted Receivables during the Monthly Period immediately preceding the

relevant Calculation Date or (ii) remain Defaulted Receivables as at the end of such

Monthly Period

The Month-end Aggregate Voluntarily Terminated Receivables means as calculated

on each Calculation Date the aggregate Principal Balance of the Purchased Receivables

that (i) have become Voluntarily Terminated Receivables during the Monthly Period

immediately preceding the relevant Calculation Date or (ii) remain Voluntarily Terminated

Receivables as at the end of such Monthly Period

Summary of

Priority of

Payments

Below is a summary of the relevant payment priorities

Full details of the Pre-Enforcement Order of Priority are set out in Condition 88 (Pre-

Enforcement Order of Priority)

Full details of the Post-Enforcement Order of Priority are set out in Condition 133 (Post-


76

Pre-Enforcement Order of Priority

1 Taxes payable by the Issuer

2 Trustee fees

3 Payments to other Transaction

Parties Rating Agencies and

ICSDs and Administrator

Recovery Incentive

4 Other Issuer administration costs

and expenses

5 Fees of the custodian of the

Swap Collateral Custody

Account

6 Payments then payable to

Interest Rate Swap Counterparty

and Currency Swap

Counterparty other than

Subordinated Termination

Payments

7 Class A1 interest and Class A2

interest (other than in respect of

the Class A2 Notes any

Currency Swap Deferred Interest

Amounts)

8 Class B interest

9 Replenish Cash Reserve Account

10 Prior to the expiration of the

Revolving Period payment for

Additional Receivables


Revolving Period to the extent

not used under item 10 to

replenish the Replenishment

Ledger up to the Replenishment

Amount

12 After the end of the Revolving

Period Class A1 Principal

Payment Amount and Class A2

Principal Payment Amount

(other than in respect of the

Class A2 Notes any Currency

Swap Deferred Principal

Amounts)

13 Class A2 Cash Accumulation

Ledger to replenish the Class A2

Cash Accumulation Ledger up to

the Class A2 Cash Accumulation

Ledger Required Amount


1 Receiver and Trustee fees


Parties and Administrator

Recovery Incentive

3 Payments to Rating Agencies and

ICSDs


and expenses

5 Payments then payable to Interest

Rate Swap Counterparty and

Currency Swap Counterparty other

than Subordinated Termination

Payments

6 Interest and Principal Amount

Outstanding of Class A1 Notes

and Class A2 Notes (other than in

respect of the Class A2 Notes any


Amounts and any Currency Swap

Deferred Principal Amounts)

7 Currency Swap Deferred Interest

Amounts

8 Currency Swap Deferred Principal

Amounts


Outstanding of Class B Notes


Outstanding of Class C Notes

11 Interest Rate Swap Counterpartys

and Currency Swap Counterpartys


Payments


Outstanding of Class D Notes


Outstanding of Class E Notes

14 Issuer Retained Profit

15 Deferred Purchase Price to Seller

77


Amounts

15 Currency Swap Deferred

Principal Amounts


Period Class B Principal

Payment Amount

17 Class C interest


Period Class C Principal

Payment Amount

19 Class D interest


Period Class D Principal

Payment Amount

21 Interest Rate Swap

Counterpartys and Currency

Swap Counterpartys


Payments

22 Class E interest

23 On the earlier of the Final

Maturity Date or the date when

Principal Amount Outstanding of

Senior Notes and the Class C

Notes is zero or an optional

redemption in whole Principal

Amount Outstanding of Class E

Notes



Payments

excluded from

the Priority of

Payments

All Swap Collateral all income interest and distributions thereon and all proceeds of

redemption or liquidation thereof all Tax Credits (as defined in the Swap Agreement)

received by the Issuer on account of payments by the Interest Rate Swap Counterparty and

the Currency Swap Counterparty and all Replacement Swap Premium received from a

Replacement Swap Counterparty (collectively Excluded Amounts) are excluded from

the Available Distribution Amount and shall not be applied in accordance with the Priority

of Payments

General Credit

Structure

The general credit structure of the transaction includes broadly speaking the following

elements

Credit and Liquidity Support

1 Availability of monies in the Cash Reserve Account funded from the proceeds of

the issue of the Notes on the Closing Date in an amount of pound3980000 (the Initial

Cash Reserve Amount) corresponding to 07 of the Aggregate Initial Cut-Off

Date Principal Balance which will be topped-up (and increased to 13 of the

78


Specified Cash Reserve Account Required Balance Any balance on the Cash

Reserve Account from time to time will form part of the Available Distribution

Amount The monies in the Cash Reserve Account may be used by the Issuer to

cover certain shortfalls subject to and in accordance with the Pre-Enforcement

Order of Priority

Specified Cash Reserve Account Required Balance means an amount

(a) on the Closing Date as being equal to 07 of the Aggregate Initial Cut-

Off Date Principal Balance or

(b) on a Calculation Date being equal to either

(i) on each Calculation Date prior to the end of the Revolving

Period 13 of the Aggregate Initial Cut-Off Date Principal

Balance or

(ii) after the end of the Revolving Period on each Calculation Date

prior to the earlier of (x) the redemption in full of the Senior

Notes or (y) the Payment Date on which the GBP Equivalent

Principal Amount Outstanding of the Senior Notes becomes

equal to or less than the balance standing to the credit of the

Cash Reserve Account immediately prior to such Payment Date

13 of the Aggregate Principal Balance as at the end of the

immediately preceding Monthly Period subject to a minimum of

05 of the Aggregate Initial Cut-Off Date Principal Balance or

(iii) on each Calculation Date following the earlier of (x) the

redemption in full of the Senior Notes (y) the Payment Date on

which the GBP Equivalent Principal Amount Outstanding of the

Senior Notes becomes equal to or less than the balance standing

to the credit of the Cash Reserve Account immediately prior to

such Payment Date or (z) the Payment Date preceding the Final

Maturity Date zero

2 Junior Classes of Notes will be subordinated to more senior Classes of Notes

thereby ensuring that available funds are applied to the Most Senior Class

Outstanding in priority to more junior Classes of Notes

See the Terms and Conditions of the Notes

Hedging

1 Availability of an interest rate swap provided by the Interest Rate Swap

Counterparty to hedge against the possible variance between the fixed interest

rates payable in respect of the Purchased Receivables and the LIBOR based

interest rates payable in respect of the Class A1 Notes Class A2 Notes and the

Class B Notes See the section entitled Summary of the Principal Transaction

Documents - Interest Rate Swap Agreement

2 Availability of a currency swap provided by the Currency Swap Counterparty to

hedge against (i) the possible variance between the LIBOR based interest rates

received under the Interest Rate Swap in relation to the Class A2 Notes and the

EURIBOR based interest rates payable in respect of the Class A2 Notes and (ii)

the movement in currency exchange rates between Euro payable in respect of the

Class A2 Notes and Sterling received from the Obligors in respect of the

Purchased Receivables

3 Availability of the Currency Swap Reserve Account with the Account Bank in the

name of the Issuer whereby any Swap Termination Payment under the Currency

79

Swap Agreement Currency Swap Excess Interest Amounts and the Currency

Swap Excess Principal Amounts are deposited for application (subject to the terms

of the Transaction Documents) on subsequent Payment Dates to pay firstly any

Currency Swap Deferred Interest Amounts and secondly any Currency Swap

Deferred Principal Amounts or towards the purchase on any future date of a

replacement currency swap for the Class A2 Notes

4 Availability of the Class A2 Cash Accumulation Fund operated by the Cash

Manager as the Class A2 Cash Accumulation Ledger on the Issuer Account The

Class A2 Cash Accumulation Fund will not be funded on the Closing Date but

only on and from the Payment Date on which the Principal Amount Outstanding

of the Class A1 Notes has been reduced to zero On each Payment Date prior to

the delivery of an Enforcement Notice and beginning on the Payment Date on

which the Principal Amount Outstanding of the Class A1 Notes is reduced to zero

the Class A2 Cash Accumulation Ledger will be funded up to the Class A2 Cash

Accumulation Ledger Required Amount as at such Payment Date in accordance

with the Pre-Enforcement Order of Priority

Amounts so credited to the Class A2 Cash Accumulation Ledger will form a part

of the Available Distribution Amount but are prior to the redemption of the Class

A2 Notes in full only available for payments of principal on the Class A2 Notes

However if on any Calculation Date the amounts standing to the credit of the

Class A2 Cash Accumulation Ledger exceed the amount required to fully repay

the GBP Equivalent Principal Amount Outstanding of the Class A2 Notes on the

immediately following Payment Date such excess shall be available on such

Payment Date for application towards payment of other items in the applicable

Priority of Payments

Cumulative Net

Loss Ratio

The Cumulative Net Loss Ratio means as calculated on any Calculation Date the ratio

expressed as a percentage (rounded downwards to two decimal places) of

(a) the Principal Loss as at the end of the Monthly Period immediately preceding such

Calculation Date

to

(b) the Aggregate Initial Cut-Off Date Principal Balance plus the aggregate Principal

Balances of any Additional Purchased Receivables as of each relevant Additional

Cut-Off Date occurring before such Calculation Date

Delinquency

Ratio

The Delinquency Ratio means as calculated on any Calculation Date the ratio expressed

as a percentage (rounded downwards to two decimal places) of

(a) the aggregate Principal Balance of each Delinquent Receivable as at the end of the

Monthly Period immediately preceding such Calculation Date

to

(b) the Performing Principal Outstanding Amount of the Loans as calculated on such

Calculation Date (for the avoidance of doubt excluding any Additional Purchased

Receivables to be purchased on the Payment Date following such Calculation

Date)

Principal Loss The Principal Loss means as at a relevant date

(a) the aggregate of

(i) the Principal Balance of each Purchased Receivable that has become a

Defaulted Receivable (including for the avoidance of doubt in respect of

80

any Defaulted Receivable which is a PCP Contract the Final Payment

Amount) in each case as determined at the point at which such Purchased

Receivable became a Defaulted Receivable and

(ii) the portion remaining unpaid by an Obligor of the Principal Balance of

each Purchased Receivable where a Voluntary Termination has been

exercised (as determined at the point at which such Voluntary

Termination is exercised)

in each case since the relevant Cut-Off Date less

(b) any amounts received as a result of recovery procedures carried out by the

Servicer in relation to Defaulted Receivables and Voluntary Terminations for the

same period plus

(c) the aggregate of the PCP GFV Loss of each Purchased Receivable that is a

Redelivery PCP Contract and where either

(i) the Redelivered Vehicle has been sold by the Servicer since the relevant

Cut-Off Date

(ii) the Redelivered Vehicle has become an Unsold Redelivered Vehicle

since the relevant Cut-Off Date less

(d) any other proceeds related to all Redelivery PCP Contracts for the same period

Bank Accounts

and Cash

Management

The Collections are received by the Seller in the Collection Accounts Interest and principal

payments are received throughout the month with a certain concentration on the first day of

the month

On or about the Closing Date the Seller will enter into the Amendment and Restatement

Deed relating to a Collection Accounts Declaration of Trust declared by the Seller on 29

March 2012 in favour of Turbo Finance 2 plc (Turbo Finance 2 plc having subsequently

been removed as a beneficiary of the trust on 23 September 2014) as amended and restated

on 21 November 2012 (to add Turbo Finance 3 plc and FRB London as beneficiaries of the

trust and to extend the trust to all monies standing to the credit of the Collection Accounts)

as amended and restated on 14 November 2013 (to add Turbo Finance 4 plc as beneficiary

of the trust) as amended and restated on 23 September 2014 (to add Turbo Finance 5 plc as

beneficiary of the trust) as amended and restated on 14 July 2015 (to add Motohouse

Limited as beneficiary of the trust) and as amended and restated on 16 February 2016 (to

add Turbo Finance 6 plc as beneficiary of the trust and remove Turbo Finance 3 plc as a

beneficiary of the trust) By the Amendment and Restatement Deed relating to a Collection

Accounts Declaration of Trust the trust declared on 29 March 2012 (as amended and

restated on 21 November 2012 14 November 2013 23 September 2014 14 July 2015 and

16 February 2016) will be amended on the Closing Date to add the Issuer as beneficiary of

the trust

Weekly at the close of each Transfer Date the Servicer will transfer the Collections

received in the Collection Accounts to the Issuer Account On each Payment Date monies

in the Issuer Account will be applied by the Cash Manager in accordance with the relevant


The Servicer is also required to submit to the Issuer the Trustee the Interest Rate Swap

Counterparty the Currency Swap Counterparty and the Cash Manager a monthly report

(the Servicing Report) on the 10th day of each calendar month (or if this is not a

Business Day on the next succeeding Business Day) following the provision of the first

Servicing Report on 12 December 2016 (the Servicing Report Performance Date) on

certain matters relating to the Purchased Receivables for the period from the last date

covered by the previous Servicing Report

In the event that the Cash Manager does not receive or there is a delay in the receipt of

81

some or all the information necessary for it to prepare the Investor Report in respect of any

Calculation Date (a Servicing Report Delivery Failure) but the Cash Manager

determines that the amounts standing to the credit of the Issuer Account and the Cash

Reserve Account (provided that amounts standing to the credit of the Cash Reserve

Account shall only be used to the extent that amounts standing to the credit of the Issuer

Account are insufficient to make the required payments and then only amounts standing to

the credit of the Cash Reserve Account shall only be used to the extent required to make

the necessary payments) are sufficient to pay the interest due on the Senior Notes and any

other amount ranking in priority thereto pursuant to the Pre-Enforcement Order of Priority

of which it has been notified no amount ranking below such amounts in the Pre-

Enforcement Order of Priority (including principal in respect of any Class of Notes) will be

payable on any such Payment Date or any subsequent Payment Date until the earliest of (i)

the Payment Date immediately following the provision of a Servicing Report by the

Servicer (or any replacement servicer) on a Servicing Report Performance Date (ii) the

Final Maturity Date or (iii) the delivery of an Enforcement Notice Interest will continue to

accrue on the Principal Amount Outstanding of the Notes deferred pursuant to Condition

74 (Redemption and Cancellation - Mandatory Redemption in Part) in accordance with the

provisions set out in Condition 6 (Interest)

The Cash Manager on the instructions of the Issuer will invest amounts standing to the

credit of the Issuer Account and the Cash Reserve Account from time to time in Permitted

Investments The Cash Manager shall invest such amounts at the direction of the Servicer

(acting on behalf of the Issuer) Net investment earnings from deposits in the Issuer

Account and the Cash Reserve Account and Permitted Investments related thereto will

belong to the Issuer

Summary of

certain hedging

terms

The Interest Rate Swap Agreement has the following commercial terms

Initial Notional Amount GBP 54994619843

Issuer fixed payment rate GBP 1065

Interest Rate Swap Counterparty floating rate payment LIBOR for one-

month Sterling deposits plus a spread of 060 provided that for the purposes

of any negative floating amount to be paid by the Issuer to the Interest Rate

Swap Counterparty the Zero Interest Rate Method (as defined in the Swap

Agreement) will apply

Frequency of payment monthly on each Payment Date

The Currency Swap Agreement has the following commercial terms

Exchange Rate for exchanging Euro for Sterling EUR 11732 = GBP 10000

rounded to four decimal places (and correspondingly for exchanging Sterling

to Euro GBP 10000 = EUR 11732 rounded to four decimal places)

Issuer initial exchange amount Euro 125000000

Currency Swap Counterparty initial exchange amount GBP GBP

10654619843

Issuer interim and final exchange amounts on each Payment Date on which

any of the Class A2 Notes are redeemed in part pursuant to Condition 74

(Mandatory Redemption in Part) a Sterling amount equal to the portion of

the Available Distribution Amount to be applied in redemption of the Class

A2 Notes in accordance with Condition 74 (Mandatory Redemption in Part)

and on the final exchange date a Sterling amount equal to the Principal

Amount Outstanding of the Class A2 Notes (converted at the Exchange Rate)

Currency Swap Counterparty interim and final exchange amounts on each

Payment Date on which any of the Class A2 Notes are redeemed in part

82

pursuant to Condition 74 (Mandatory Redemption in Part) a Euro amount

equal to the portion of the Available Distribution Amount to be applied in

redemption of the Class A2 Notes in accordance with Condition 74

(Mandatory Redemption in Part) (converted at the Exchange Rate) and on the

final exchange date an amount in Euro equal to the Principal Amount


Issuer floating rate payment LIBOR for one-month sterling deposits plus a

spread of 076 provided that for the purposes of any negative floating

amount to be paid by the Currency Swap Counterparty to the Issuer the Zero

Interest Rate Method (as defined in the Swap Agreement) will apply

Currency Swap Counterparty floating rate payment EURIBOR for one-

month Euro deposits plus a spread of 045 provided that for the purposes of

any negative floating amount to be paid by the Issuer to the Currency Swap

Counterparty the Zero Interest Rate Method (as defined in the Swap



83

TRIGGERS TABLES

Rating Triggers Table

Transaction

Party

Required RatingsTriggers Possible effects of

Trigger being

breached include the

following

Interest Rate

Swap

Counterparty (or

any successor

thereto or

guarantor

thereof)

The Required Rating or the Second Required Rating (as

applicable)

Required Rating means with respect to Moodys the long-

term unsecured and unsubordinated debt or counterparty

obligations must be rated at least Baa1 by Moodys or with

respect to SampP the minimum required ratings for the SampP Option

then in effect pursuant to the Interest Rate Swap Agreement

Second Required Rating means with respect to Moodys the

long-term unsecured and unsubordinated debt or counterparty




SampP Option means on any date the option which applies to

the terms of the Interest Rate Swap Agreement and which may be

either SampP Option 1 SampP Option 2 SampP Option 3 or SampP

Option 4 as the case may be (or any other applicable option which

may be published by SampP from time to time)

The consequences of the relevant required rating being breached

are set out in more detail in Summary of Principal Transaction

Documents - Swap Agreement Interest Rate Swap Agreement

collateral

posting

guarantee of

Interest Rate

Swap

Counterparty

s obligations

replacement

of Interest

Rate Swap

Counterparty

Currency Swap

Counterparty (or

any successor

thereto or

guarantor

thereof)


applicable)





then in effect pursuant to the Currency Swap Agreement







the terms of the Currency Swap Agreement and which may be






Documents - Swap Agreement Currency Swap Agreement

collateral

posting

guarantee of

Currency

Swap

Counterparty

s obligations

replacement

of Currency

Swap

Counterparty

Account Bank (i) in the case of SampP a short-term unsecured unsubordinated

and unguaranteed debt rating of at least A-1 by SampP (if a short-

replacement

of Account

84

term rating is assigned by SampP) and a long-term unsecured

unsubordinated and unguaranteed debt rating of at least A by

SampP or should the Account Bank not benefit from a short-term

unsecured unsubordinated and unguaranteed rating of at least A-1

from SampP a long-term unsecured unsubordinated and

unguaranteed rating of at least A+ by SampP and

(ii) in the case of Moodys a long-term unsecured unguaranteed

and unsubordinated debt rating of at least A3 by Moodys

or in each case such other credit rating which is otherwise

acceptable to the relevant Rating Agency



Documents - Account Agreement

Remedial action is required to be taken by the Issuer within 30

calendar days of the date on which the Account Bank ceases to

have the Minimum Rating

Bank

guarantee of

Account

Banks

obligations

85

Non-Rating Triggers Table

Nature of

Trigger

Description of Trigger Consequence of

Trigger

Perfection Events The occurrence of any of the following Notification Events

Non-Payment FRB London fails to pay any amount due under

any Transaction Documents within three Business Days after the

earlier of its becoming aware of such default and its receipt of

written notice by or on behalf of the Trustee requiring the same to

be remedied

Insolvency Event an Insolvency Event in respect of the Seller or

the Servicer

Encumbrance FRB London creates or grants any Encumbrance or

permits any Encumbrance to arise or purports to create or grant

any Encumbrance or purports to permit any Encumbrance to arise

over or in relation to (1) any Purchased Receivable (2) any right

title or interest of the Issuer in relation to a Purchased Receivable

or Collections or (3) any proceeds of or sums received or payable

in respect of a Purchased Receivable

Dispute FRB London disputes in any manner the validity or

efficacy of any sale and purchase of a Receivable under the

Receivables Purchase Agreement and as a result in the reasonable

opinion of the Trustee there is or is likely to be a Material

Adverse Effect on the ability of FRB London to perform its

obligations under the Transaction Documents or the

enforceability collectability or origination of the Purchased

Receivables is or is likely to be materially prejudiced

Illegality it becomes impossible or unlawful for FRB London to

continue its business andor discharge its obligations as

contemplated by the Transaction Documents and as a result in the

reasonable opinion of the Trustee there is or is likely to be a

Material Adverse Effect on the ability of FRB London to perform

its obligations under the Transaction Documents or the



Failure to repurchase FRB London fails to (i) repurchase a

Non-Conforming Receivable having become obliged to do so

pursuant to Clause 10 (Repurchase) of the Receivables Purchase

Agreement or (ii) pay any amount required pursuant to Clause 11

(Payment for Non-Existent Receivables) of the Receivables

Purchase Agreement

Servicer Replacement Event a Servicer Replacement Event

Obligors will be

notified of the sale of

the Purchased

Receivables to the

Issuer and legal title

to the Purchase

Receivables will be

transferred to the

Issuer

Servicer

Replacement

Events

The occurrence of any of the following

any delay or failure (and such failure is (if capable of

remedy) not remedied within three Business Days of

notice of such failure being given) by the Servicer to duly

observe or perform in any material respect any of its

covenants or agreements which delay or failure

materially and adversely affects the rights of the Issuer

the Trustee or the Noteholders provided that such delay

Termination of

appointment of

Servicer

Back-up Servicer to

replace Servicer

86

or failure of performance will not constitute a Servicer

Replacement Event for a period of 150 days if such delay

or failure was caused by an event beyond the reasonable

control of the Servicer an act of God or other similar

occurrence or

the Servicer suffers an Insolvency Event

Cash Manager

Termination

Events


the Cash Manager fails to direct the Account Bank to

make any payment

non-compliance with covenants or obligations which in

aggregate is materially prejudicial to the interests of the

Noteholders or

certain insolvency events in respect of the Cash Manager

it becomes unlawful for the Cash Manager to perform its

obligations or

an Enforcement Notice is given by the Trustee and the

Trustee determines that termination of the Cash

Managers appointment is necessary to protect the


Termination of

appointment of Cash

Manager

87

FEES

The following table sets out the on-going fees to be paid by the Issuer to the transaction parties

Type of Fee Amount of Fee Priority in Cashflow Frequency

Servicer fees One twelfth of the Servicer Fee

Rate multiplied by the

Aggregate Principal Balance as

at the beginning of the

preceding Monthly Period

Servicer Fee Rate means

01 per annum

Ahead of all

outstanding Notes

Monthly on each

Payment Date

Back-up Servicer fees Before the occurrence of a

Servicer Replacement Event

- Upfront Fee GBP pound20000

plus VAT

- Annual Stand-by fee 100

BPS subject to a minimum

annual fee of pound60000 plus

VAT

After the occurrence of a


- Invocation Fee GBP pound45000

plus VAT

- Annual fee per account GBP

pound35 plus VAT

- Credit management fee per

month per case (delinquent and

defaulted accounts) GBP

pound830 plus VAT

Ahead of all

outstanding Notes

As specified

Cash Manager fees GBP pound6500 per annum Ahead of all

outstanding Notes

Per annum

Other fees and expenses

of the Issuer including

Trustee Account Bank

and Agents fees

GBP pound0 per annum per Sterling

bank account opened

GBP pound60 per annum per Euro

bank account opened

GBP pound5500 on the Closing

Date

GBP pound14750 per annum

Ahead of all

outstanding Notes

As specified

Expenses related to the

admission to trading of

the Notes

Listing fees - EUR euro1004120

Listing Agent fees -

EUR euro4500

NA On the Closing Date

88

USE OF PROCEEDS

The aggregate gross proceeds from the Notes amount to approximately pound57214619843 (after exchanging the proceeds

of the Class A2 Notes under the Currency Swap Agreement) and will be used to purchase the Initial Purchased

Receivables from the Seller to endow the Cash Reserve Account with pound3980000 being the Initial Cash Reserve

Amount and to pay certain initial costs of the transaction

89

DESCRIPTION OF THE PURCHASED RECEIVABLES

The Purchased Receivables are receivables from motor vehicle Financing Contracts originated by the Seller through

vetted motor dealers The Financing Contracts contain the Sellers standard financing terms and are HP Contracts or PCP

Contracts The Financing Contracts have been entered into by the Seller in the name of Carlyle Finance or MotoNovo

Finance Carlyle Finance and MotoNovo Finance are FRB trade names originally registered with the Office of Fair

Trading MotoNovo Finance is an FRB trade name registered with the Financial Conduct Authority Carlyle Finance was

an FRB trade name registered with the Financial Conduct Authority until 15 February 2012 The Financed Objects are

new or used motor vehicles light commercial vehicles or motorcycles and each Financing Contract has been entered into

with individuals or with companies

Hire purchase contracts

The HP Contracts contain standard rental terms where an initial deposit is made and then the balance is typically

amortised in equal payment instalments At the end of the term of the HP Contract after any additional Option to

Purchase Fee is paid the Obligor owns the vehicle

Payment instalments under the HP Contracts are due on a monthly basis and carry a fixed rate of return typically

amortised in equal monthly instalments over the repayment period which varies between 12 and 61 months Any upfront

fee payable by Obligors will not comprise part of the Principal Balance of the Purchased Receivables

Any upfront fee payable by Obligors in relation to the HP Contract will not comprise part of the Principal Balance of the


HP+ Contracts

The HP+ Contracts are HP Contracts which are entered into with Obligors together with separate unsecured loans the

HP+ Unsecured Loan(s) The HP+ Contracts contain standard rental terms where an initial deposit is paid and then the

balance of both the HP Contract and any related HP+ Unsecured Loan is typically amortised in equal monthly

instalments At the end of the term of the HP+ Contract after an additional Option to Purchase Fee is paid (if applicable)

the Obligor owns the Financed Object

Payment instalments under the HP Contracts and any related HP+ Unsecured Loan(s) are due on a monthly basis and

carry a fixed rate of return typically amortised in equal monthly instalments over the repayment period which varies

between 12 and 61 months for both the HP Contract and any related HP+ Unsecured Loan


Purchased Receivables and any amounts due and payable by Obligors under the HP+ Unsecured Loans will not comprise

the Purchased Receivables

Personal Contract Purchase Contracts

The PCP Contracts contain standard rental terms where an initial deposit is made and then the balance is typically

amortised in equal payment instalments with a Final Payment Amount at the end of the term of the PCP Contract which

is larger than the preceding monthly instalments where the Obligor can choose to either (a) settle the contract by paying

the Final Payment Amount (and any Option to Purchase Fee) and thereby purchase the vehicle or (b) subject to the

payment of all amounts due under the contract (including excess mileage and other charges) and the Obligors

compliance with the terms of the Financing Contract return the vehicle to FRB in full and final settlement of the PCP

Contract

Payment instalments under the PCP Contracts are due on a monthly basis and carry a fixed rate of return typically

amortised in equal monthly instalments over the repayment period which varies between 12 and 49 months with an

additional balloon payment for the Final Payment Amount Any upfront fee payable by Obligors will not comprise part

of the Principal Balance of the Purchased Receivables

90

SUMMARY OF PRINCIPAL TRANSACTION DOCUMENTS

The description of certain of the Transaction Documents set out below is a summary of certain features of such

documents and is qualified by reference to the detailed provisions thereof

Receivables Purchase Agreement

On the Closing Date the Seller and the Issuer will enter into an agreement (the Receivables Purchase Agreement)

pursuant to which the Issuer will on the Initial Purchase Date purchase from the Seller the Initial Purchased Receivables

(comprising the pool of Receivables as at the Initial Cut-Off Date but excluding accrued interest up to such date) and on

Additional Purchase Dates during the Revolving Period the Issuer will purchase from the Seller certain Additional

Receivables

During the Revolving Period the Seller may sell at its discretion on each Additional Purchase Date on the terms and

conditions described in the Receivables Purchase Agreement additional Receivables (the Additional Purchased

Receivables) (but excluding accrued interest up to such date) to the Issuer (and in the case of Additional Purchased

Receivables governed by Scottish law the Seller will hold such Additional Purchased Receivables on trust for the Issuer)

up to an aggregate amount equal to the Replenishment Amount pursuant to item (x) of the Pre-Enforcement Order of

Priority

Warranties and Representations for the Sale of the Initial Purchased Receivables

In the Receivables Purchase Agreement the Seller will warrant and represent the following as at the Initial Cut-Off Date

in relation to the Initial Purchased Receivables sold by it on the Initial Purchase Date

(a) each related Financing Contract was randomly selected

(b) each related Financing Contract relates to the financing of the purchase of a single motor vehicle

motorcycle scooter or light commercial vehicle

(c) no Initial Purchased Receivable was overdue for an amount greater than pound70 at the Initial Cut-Off Date

(d) each Obligor has made at least one scheduled instalment under the Financing Contract and no more

than one scheduled instalment was overdue in respect of each Initial Purchased Receivable

(e) no Initial Purchased Receivable was overdue for more than 30 days at the Initial Cut-Off Date

(f) no Initial Purchased Receivable was a Defaulted Receivable

(g) that terminations of the relevant Financing Contracts have not occurred and are not pending and that

the relevant Financing Contract is not subject to force majeure or any right of rescission or any right or

entitlement of any kind for the non-payment of the full amount due under the relevant Financing

Contract

(h) on the Initial Cut-Off Date at least one instalment has been paid in respect of each of the Initial


(i) the aggregate Principal Balance of the Initial Purchased Receivables resulting from Financing

Contracts entered into with the largest single individual Obligor that is not a corporate entity is equal or

less than (i) 025 of the Aggregate Principal Balance of the Purchased Receivables in the Portfolio

and (ii) pound500000

(j) the aggregate Principal Balance of the Initial Purchased Receivables resulting from Financing

Contracts entered into with the largest corporate Obligor is equal or less than (i) 025 of the

Aggregate Principal Balance of the Purchased Receivables in the Portfolio and (ii) pound2000000

(k) the aggregate Principal Balance of the Initial Purchased Receivables resulting from Financing

Contracts entered into with the 10 largest corporate Obligors is equal or less than 075 of the


91

(l) the aggregate Principal Balance of the Initial Purchased Receivables resulting from Financing

Contracts entered into with the 10 largest single individual Obligors that are not corporate entities is

equal or less than 060 of the Aggregate Principal Balance of the Purchased Receivables in the

Portfolio

(m) that under each Financing Contract that is regulated by the Consumer Credit Act 1974 (as amended) as

at the Initial Cut-Off Date no right of cancellation has arisen (except for any rights under Sections 56

and 67 of the Consumer Credit Act 1974)

(n) that (according to FRB Londons records as at the Initial Cut-Off Date) no insolvency proceedings have

been initiated against any of the Obligors during the term of the relevant Financing Contracts up to the

Initial Cut-Off Date

(o) each Initial Purchased Receivable is not to an Obligor who has been declared bankrupt insolvent or

entered into an individual voluntary arrangement pursuant to the Insolvency Act within 3 years prior to

the date of origination of the Initial Purchased Receivable

(p) the relevant Financing Contracts constitute legal valid binding and enforceable agreements except as

such enforcement may be limited by bankruptcy insolvency or administration proceedings

(q) the Initial Purchased Receivables are assignable and the relevant Financing Contracts do not contain

any requirement for the Obligors consent to be required for the assignment or any confidentiality

provisions which would restrict the Sellers right to assign

(r) the Seller can dispose of the Initial Purchased Receivables free from rights of third parties

(s) the Initial Purchased Receivables are free of defences whether pre-emptory or otherwise for the agreed

term of the Financing Contract as well as free from rights of third parties and that the Obligors in

particular have not exercised any set-off claim

(t) the status and enforceability of the Initial Purchased Receivables is not impaired due to warranty claims

or any other rights of the Obligor even if the Issuer knew or could have known on the Initial Cut-Off

Date of the existence of such defences or rights

(u) the status and enforceability of the Initial Purchased Receivables is not impaired by set-off rights even

if the Issuer knew or could have known on the relevant Additional Cut-Off Date of the existence of

such defences or rights

(v) none of the Obligors is an Affiliate of FRB London or an employee of FirstRand Bank Limited

(including for the avoidance of doubt any employee working for FirstRand Bank Limited under the

trade name MotoNovo Finance)

(w) the related Financing Contracts are governed by the laws of England and Wales or Scotland

(x) the related Financing Contracts have been entered into exclusively with Obligors which if they are

corporate entities have their registered office in England Wales or Scotland or if they are individuals

have their place of residence in England Wales or Scotland

(y) FRB London had at the time of the origination of the Financing Contracts under which such Initial

Purchased Receivables arise the necessary licences pursuant to the Consumer Credit Act 1974 (as

amended) and as at the date of the Receivables Purchase Agreement has the necessary permissions

pursuant to FSMA and each Financing Contract that is regulated by the Financial Services and

Markets Act 2000 (Regulated Activities) Order 2001 complies with the Consumer Credit Act 1974 (as

amended) any statutory instrument or regulation made thereunder and the rules in the Consumer Credit

Sourcebook within the FCA Handbook and to the best of the Sellers knowledge the UTCC

Regulations and CRA15 and the Seller has not done anything that would cause such Purchased

Receivable to be unenforceable under the Consumer Credit Act 1974 (as amended)

(z) FRB London has not done anything that would cause such Initial Purchased Receivable to be invalid or

irrevocable under the Consumer Credit Act 1974 (as amended)

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(aa) FRB London has complied with all material laws and regulations (including without limitation under

the Data Protection Act 1998) with respect to each of the Initial Purchased Receivables

(bb) FRB London has originated each Initial Purchased Receivable pursuant to a Financing Contract in the

form of a Standard Form Contract

(cc) each Initial Purchased Receivable was generated in the ordinary course of FRB Londons business from

the sale of goods or provision of credit or other services to the relevant Obligor and the related

Financing Contract was entered into in accordance with the Customary Operating Practices

(dd) FRB London holds legal title to the related Financed Objects

(ee) the relevant Financing Contracts are denominated in Pounds Sterling

(ff) the terms and conditions of each related Financing Contract which is a HP Contract provide for fixed

monthly payments and may include a final balloon payment

(gg) the terms and conditions of each Financing Contract which is a PCP Contract provide for fixed

monthly payments and at the end of the contract term either (i) the payment of the Final Payment

Amount and any Option to Purchase Fee or (ii) the return of the Financed Object to the Seller in lieu of

payment of such Final Payment Amount

(hh) the original maturity under the related Financing Contracts varies between in respect of HP Contracts

12 and 61 months and in respect of PCP Contracts 12 and 49 months

(ii) the date on which the vehicle was first registered is no earlier than 1 January 2005

(jj) the Original LTV of each HP Contract and PCP Contract is no more than 125

(kk) no Initial Purchased Receivable has been subject to any variation amendment modification waiver or

exclusion of any kind which in any material way adversely affects the terms of the Initial Purchased

Receivables or its enforceability or collectability

(ll) that to the best of FRB Londons knowledge the relevant Financing Contract was not entered into

fraudulently by the relevant Obligor

(mm) no Initial Purchased Receivable has been passed on to the legal department or referred to external

lawyers to the extent that such referral may reasonably be expected to have a material adverse effect

on the Initial Purchased Receivables other than the issue by FRB London of letters demanding

payment in the ordinary course of business

(nn) the relevant Financing Contract was not entered into as a consequence of any conduct constituting

fraud misrepresentation duress or undue influence by FRB London its directors officers employees

or agents or by any other person acting on behalf of FRB London

(oo) the relevant Financing Contracts are not Rate-for-Risk Contracts

(pp) the aggregate Principal Balance of the Initial Purchased Receivables resulting from Financing

Contracts which are PCP Contracts is equal to or less than 15 of the Aggregate Principal Balance of

the Initial Purchased Receivables in the Portfolio

(qq) the aggregate Principal Balance of the Initial Purchased Receivables resulting from Financing

Contracts which are HP+ Contracts is equal to or less than 10 of the Aggregate Principal Balance of

the Initial Purchased Receivables

(rr) the aggregate Principal Balance of the Initial Purchased Receivables resulting from Financing

Contracts with vehicles which are Affected Vehicles is equal to or less than 22 of the Aggregate

Principal Balance of the Initial Purchased Receivables in the Portfolio

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(ss) the aggregate Principal Balance of the Initial Purchased Receivables resulting from Financing

Contracts with vehicles which are motorcycles or scooters is equal to or less than 5 of the Aggregate


(tt) the aggregate Principal Balance of the Initial Purchased Receivables relating to light commercial

vehicles does not exceed 14 of the Aggregate Principal Balance of the Initial Purchased Receivables

in the Portfolio

(uu) in relation to the PCP Contracts the aggregate PCP Residual Value in respect of all PCP Contracts in

the Portfolio is equal to or less than 9 of the Aggregate Principal Balance of the Initial Purchased

Receivables in the Portfolio and

(vv) no Initial Purchased Receivable comprises a HP+ Unsecured Loan

Warranties and Representations for each Sale of Additional Receivables

FRB London will warrant and represent the following as at the relevant Additional Cut-Off Date in relation to the

Additional Receivables sold by it on the relevant Additional Purchase Date

a) each related Financing Contract has been randomly selected

b) each related Financing Contract relates to the financing of the purchase of a single motor vehicle motorcycle

scooter or light commercial vehicle

c) no Additional Purchased Receivable was overdue at the relevant Additional Cut-Off Date for an amount greater

than pound70

d) each Obligor has made at least one scheduled instalment under the Financing Contract and no more than one

scheduled instalment was overdue in respect of each Additional Purchased Receivable

e) no Additional Purchased Receivable was overdue for more than 30 days at the respective Additional Cut-Off

Date

f) no Additional Purchased Receivable was a Defaulted Receivable

g) that terminations of the relevant Financing Contracts have not occurred and are not pending and that the relevant

Financing Contract is not subject to force majeure or any right of rescission or any right or entitlement of any

kind for the non-payment of the full amount due under the relevant Financing Contract

h) on the respective Additional Cut-Off Date at least one instalment has been paid in respect of each of the

Additional Purchased Receivables

i) under each related Financing Contract that is regulated by the Consumer Credit Act 1974 (as amended) as at the

relevant Additional Cut-Off Date no right of cancellation has arisen (except for any rights under Sections 56 and

67 of the Consumer Credit Act 1974)

j) according to FRB Londons records as at the relevant Additional Cut-Off Date no insolvency proceedings have

been initiated against any of the Obligors of the Additional Purchased Receivables during the term of the

relevant Financing Contracts up to the relevant Additional Cut-Off Date

k) each Additional Purchased Receivable is not to an Obligor who has been declared bankrupt insolvent or entered

into an individual voluntary arrangement pursuant to the Insolvency Act within 3 years prior to the date of

origination of the Additional Purchased Receivable

l) the purchase of Additional Purchased Receivables does not result in any of the following concentration limits

being breached

(i) the aggregate Principal Balance of the Purchased Receivables which are HP Contracts which include a

final balloon payment does not exceed 3 of the Aggregate Principal Balance of the Purchased

Receivables in the Portfolio immediately after the inclusion of the relevant Additional Purchased

Receivables on the relevant Additional Purchase Date

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(ii) the aggregate Principal Balance of the Purchased Receivables relating to light commercial vehicles

does not exceed 14 of the Aggregate Principal Balance of the Purchased Receivables in the Portfolio

immediately after the inclusion of the relevant Additional Purchased Receivables on the relevant

Additional Purchase Date

(iii) the Weighted Average Effective Rate applicable to the Purchased Receivables in the Portfolio


Additional Purchase Date is at least equal to 1225

(iv) the Weighted Average Original LTV of the Purchased Receivables in the Portfolio immediately after

the inclusion of the relevant Additional Purchased Receivables on the relevant Additional Purchase

Date does not exceed 925

(v) the Weighted Average Remaining Term of the Purchased Receivables in the Portfolio immediately

after the inclusion of the relevant Additional Purchased Receivables on the relevant Additional

Purchase Date does not exceed 50 months

(vi) the aggregate Principal Balance of the Purchased Receivables resulting from Financing Contracts

entered into with the largest single individual Obligor that is not a corporate entity immediately after

the inclusion of the relevant Additional Purchased Receivables is equal or less than (i) 025 of the


(vii) the aggregate Principal Balance of the Purchased Receivables resulting from Financing Contracts

entered into with the largest corporate Obligor immediately after the inclusion of the relevant

Additional Purchased Receivables is equal or less than (i) 025 of the Aggregate Principal Balance of

the Purchased Receivables in the Portfolio and (ii) pound2000000

(viii) the aggregate Principal Balance of the Purchased Receivables resulting from Financing Contracts

entered into with the 10 largest corporate Obligors immediately after the inclusion of the relevant



(ix) the aggregate Principal Balance of the Purchased Receivables resulting from Financing Contracts

entered into with the 10 largest single individual Obligors immediately after the inclusion of the

relevant Additional Purchased Receivables is equal or less than 03 of the Aggregate Principal

Balance of the Purchased Receivables in the Portfolio and

(x) in relation to the PCP Contracts the aggregate PCP Residual Value in respect of all PCP Contracts in

the Portfolio immediately after the inclusion of the relevant Additional Purchased Receivables is equal

to or less than 9 of the Aggregate Principal Balance of the Purchased Receivables in the Portfolio

m) the relevant Financing Contracts constitute legal valid binding and enforceable agreements except as such

enforcement may be limited by bankruptcy insolvency or administration proceedings

n) the Additional Purchased Receivables are assignable and the relevant Financing Contracts do not contain any

requirement for the Obligors consent to be required for the assignment or any confidentiality provisions which

would restrict the Sellers right to assign

o) the Seller can dispose of the Additional Purchased Receivables free from rights of third parties

p) the Additional Purchased Receivables are free of defences whether pre-emptory or otherwise for the agreed

term of the relevant Financing Contract as well as free from rights of third parties and that the Obligors in


q) the status and enforceability of the Additional Purchased Receivables is not impaired due to warranty claims or

any other rights of the Obligor even if the Issuer knew or could have known on the relevant Additional Cut-Off


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r) the status and enforceability of the Additional Purchased Receivables is not impaired by set-off rights even if the

Issuer knew or could have known on the relevant Additional Cut-Off Date of the existence of such defences or

rights

s) none of the Obligors of Additional Purchased Receivables is an Affiliate of FRB London or an employee of

FirstRand Bank Limited (including for the avoidance of doubt any employee working for FirstRand Bank

Limited under the trade name MotoNovo Finance)

t) the related Financing Contracts are governed by the laws of England and Wales or Scotland

u) the related Financing Contracts have been entered into exclusively with Obligors which if they are corporate

entities have their registered office in England Wales or Scotland or if they are individuals have their place of

residence in England Wales or Scotland

v) FRB London had at the time of the origination of the Financing Contracts under which such Additional

Purchased Receivables arise the necessary licences pursuant to the Consumer Credit Act 1974 (as amended)

and each Financing Contract that is regulated by the Consumer Credit Act 1974 (as amended) complies with the

Consumer Credit Act 1974 (as amended) and any statutory instrument or regulation made thereunder and to the

best of the Sellers knowledge the UTCC Regulations and CRA15

w) FRB London has not done anything that would cause such Additional Purchased Receivables to be invalid or


x) FRB London has complied with all material laws and regulations (including without limitation under the Data

Protection Act 1998) with respect to each of the Additional Purchased Receivables

y) none of the Additional Purchased Receivables will mature later than on the Final Maturity Date

z) each Purchased Receivable is originated pursuant to a Financing Contract (a) in the form of a Standard Form

Contract or (b) any revised or substitute form which is in accordance with the Customary Operating Practices or

as otherwise agreed with the Issuer and the Trustee (acting reasonably)

aa) each Additional Purchased Receivable was generated in the ordinary course of FRB Londons business from the

sale of goods or provision of credit or other services to the relevant Obligor and the related Financing Contract

was entered into in accordance with the Customary Operating Practices

bb) FRB London holds legal title to the related Financed Objects

cc) the relevant Financing Contracts are denominated in Pounds Sterling

dd) the terms and conditions of each related Financing Contract which is a HP Contract provide for fixed monthly

payments and may include a final balloon payment

ee) the terms and conditions of each Financing Contract which is a PCP Contract provide for fixed monthly

payments and at the end of the contract term either (i) the payment of the Final Payment Amount and any

Option to Purchase Fee or (ii) the return of the Financed Object to the Seller in lieu of payment of such Final

Payment Amount

ff) the original maturity under the related Financing Contracts varies between in respect of HP Contracts 12 and

61 months and in respect of PCP Contracts 12 and 49 months

gg) the date on which the vehicle was first registered is no earlier than 1 January 2005

hh) the Original LTV of each HP Contract and PCP Contract is no more than 125

ii) no Additional Purchased Receivable has been subject to any variation amendment modification waiver or

exclusion of any kind which in any material way adversely affects the terms of the Additional Purchased


jj) that to the best of FRB Londons knowledge the relevant Financing Contract was not entered into fraudulently

by the relevant Obligor

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kk) the relevant Additional Purchased Receivable has not been passed on to the legal department or referred to

external lawyers to the extent that such referral may reasonably be expected to have a material adverse effect on

the Purchased Receivables other than the issue by FRB London of letters demanding payment in the ordinary

course of business

ll) the relevant Financing Contract was not entered into as a consequence of any conduct constituting fraud

misrepresentation duress or undue influence by FRB London its directors officers employees or agents or by

any other person acting on behalf of FRB London

mm) the relevant Financing Contracts are not Rate-for-Risk Contracts

nn) the aggregate Principal Balance of the Purchased Receivables resulting from Financing Contracts which are

PCP Contracts is equal to or less than 15 of the Aggregate Principal Balance of the Purchased Receivables in

the Portfolio

oo) the aggregate Principal Balance of the Purchased Receivables resulting from Financing Contracts which are

HP+ Contracts is equal to or less than 10 of the Aggregate Principal Balance of the Purchased Receivables

pp) the aggregate Principal Balance of the Purchased Receivables resulting from Financing Contracts with vehicles

which are Affected Vehicles is equal to or less than 22 of the Aggregate Principal Balance of the Purchased

Receivables in the Portfolio

qq) the aggregate Principal Balance of the Purchased Receivables resulting from Financing Contracts with vehicles

which are motorcycles or scooters is equal to or less than 5 of the Aggregate Principal Balance of the

Purchased Receivables in the Portfolio and

rr) no Additional Purchased Receivable comprises a HP+ Unsecured Loan

Covenants given by the Seller

The Receivables Purchase Agreement contains a number of covenants by the Seller in respect of its activities relating to

the Purchased Receivables and the related Financed Objects These include covenants to refrain from conducting

activities with respect to the Purchased Receivables and the related Financed Objects which may adversely affect the

Purchased Receivables the Ancillary Rights or the related Financed Objects and in particular not to sell assign or

otherwise dispose of create any security interest or trust upon or deal with any of the Purchased Receivables Ancillary

Rights related Financing Contracts or related Financed Objects (but excluding any Non-Conforming Receivables

repurchased by the Seller) in any manner whatsoever or purport to do so other than as expressly permitted by the

Transaction Documents

In addition the Seller has undertaken (in each case after the relevant vehicle is in its possession or control) to sell any

vehicles surrendered recovered or otherwise returned to the Seller in accordance with the terms of the relevant Financing

Contract and the Customary Operating Practices and account for the proceeds of such sale to the Issuer further to the sale

and assignment of the Purchased Receivables (and the Ancillary Rights) to the Issuer pursuant to the Receivables

Purchase Agreement Until such time the Seller will hold the same (together with all other amounts received in respect of

the Ancillary Rights and the Purchased Receivables) on trust for the Issuer

None of the Issuer the Trustee the Joint Arrangers the Joint Bookrunners or the Joint Lead Managers has undertaken or

will undertake any investigation to verify the details of the Purchased Receivables and will rely solely on the

representations and warranties given by the Seller to the Issuer pursuant to the Receivables Purchase Agreement

Scottish Declaration of Trust and Scottish Vehicle Sales Proceeds Floating Charge

With effect from the completion of the sale of the Purchased Receivables and in so far as the Purchased Receivables

include Scottish Receivables pending perfection under Scots law of such sale by duly intimated assignation the Seller

will hold the benefit of the Scottish Receivables and the other Scottish Trust Property in trust for the Issuer on the terms

of the Scottish Trust At the same time as completion of the sale of the Purchased Receivables the Issuer and the Seller

will execute a Scottish Declaration of Trust in respect of those Purchased Receivables which are Scottish Receivables

and the Seller will deliver such Scottish Declaration of Trust to the Issuer and the Seller will grant a Scottish Vehicle

Sales Proceeds Floating Charge in favour of the Issuer in respect of Scottish Vehicle Sales Proceeds The Seller will also

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undertake forthwith upon request by the Issuer to execute any assignation in security of the Issuers interest in the

Scottish Declaration of Trust and the Scottish Vehicle Sale Proceeds Floating Charge for the purpose of acknowledging

receipt of intimation of such assignation

Repurchase

In the event of a breach of any of the warranties set forth above at the Initial Cut-Off Date Initial Purchase Date

Additional Cut-Off Dates or Additional Purchase Dates (as applicable) which materially and adversely affects the

interests of the Issuer or the Noteholders the Seller shall have until the end of the Monthly Period which includes the

thirtieth (30th) day (or if the Seller elects an earlier date) after the date that the Seller became aware or was notified of

such breach to cure or correct such breach (the Cure Period) Any such breach or failure will not be deemed to have a

material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely

payment in full on the related Purchased Receivable If the Seller does not cure or correct such breach prior to the end of

the Cure Period then the Seller shall repurchase the Purchased Receivables affected by such breach from the Issuer on

the Payment Date following the expiration of such Cure Period Any such repurchase shall be at a price equal to the

Principal Balance of such Purchased Receivables as at the relevant Repurchase Date (the Repurchase Amount)

If a Purchased Receivable does not exist at the time of its purported assignment to the Issuer the Seller shall pay an

amount equal to the amount paid by the Issuer for such non-existent Receivable as at the date of such payment to the

Issuer on the Payment Date following notification from the Servicer of such non-existence

Notification Event

At any time after the occurrence of a Notification Event the Issuer (in order to perfect its title to the Purchased

Receivables) or the Trustee may

a) give notice in its own name (andor require the Servicer to give notice on its behalf) to all or any of the Obligors

of the sale and assignment of all or any of the Purchased Receivables andor

b) direct (andor require the Servicer to direct) all or any of the Obligors to pay amounts outstanding in respect of

Purchased Receivables directly to the Issuer the Issuer Account or any other account which is specified by the

Issuer andor

c) give instructions (andor require the Servicer to give instructions) to immediately transfer any Collections

standing to the credit of the Collection Accounts to the Issuer Account andor

d) take such other action as it reasonably considers to be necessary appropriate or desirable (including taking the

benefit of title to the Financed Objects to the extent permitted by law) in order to recover any amount

outstanding in respect of Purchased Receivables or to improve protect preserve or enforce their rights against

the Obligors in respect of Purchased Receivables

Undertakings in relation to Articles 404-410 of the CRR and Section 5 of the AIFMR

In the Receivables Purchase Agreement the Seller will undertake the following in relation to Articles 404-410 of the

CRR Section 5 of the AIFMR and Article 254 of Solvency II Regulation

a) to retain on an ongoing basis the Retained Interest as randomly selected at the Closing Date and on each

Additional Purchase Date in accordance with Article 405(1)(c) of the CRR until the Principal Amount

Outstanding of the Notes is reduced to zero

b) to confirm to the Issuer and Cash Manager on each Servicing Report Performance Date that it continues to hold

the Retained Interest

c) to provide notice to the Issuer the Trustee and the Cash Manager as soon as practicable in the event it no longer

holds the Retained Interest

d) that at the time of random selection of the Retained Interest there are no arrangements pursuant to which the

Principal Balance of the Receivables constituting the Retained Interest will decline over time materially faster

than the Principal Balance of the Purchased Receivables

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e) not to reduce its credit exposure to the Retained Interest either through hedging or the sale of all or part of the

Retained Interest

f) to provide to the Servicer such information as may be reasonably required by the Noteholders to be included in

the Investor Report to enable such Noteholders to comply with their obligations pursuant to the CRR and the

AIFMR and

g) to provide or procure that the Servicer shall provide to the Issuer the Trustee and the Cash Manager such

information as may be reasonably required by the Noteholders to be included in the Investor Report to enable

such Noteholders to comply with their obligations pursuant to the CRR and the AIFMR

Applicable Law and Jurisdiction

The Receivables Purchase Agreement and all non-contractual matters arising from or connected with it will be governed

by and construed in accordance with the laws of England and Wales The courts of England and Wales have exclusive

jurisdiction to hear any disputes that may arise in connection with the Receivables Purchase Agreement

Servicing Agreement

On the Closing Date the Issuer and FRB London inter alia will enter into an agreement (the Servicing Agreement)

pursuant to which FRB London will be instructed to act as Servicer and to carry out certain management collection and

recovery activities in relation to the Purchased Receivables in accordance with its Customary Operating Practices in

effect from time to time using the same degree of skill and attention that the Servicer exercises with respect to

comparable vehicle Financing Contracts that the Servicer administers for itself or others

The Servicer will be required to perform its obligations under the Servicing Agreement to devote at least the same

amount of time and attention and to exercise the same level of skill care and diligence in the performance of those

obligations the exercise of its discretions under the Servicing Agreement and its exercise of the rights of the Issuer and

the Trustee in respect of the Purchased Receivables the Financing Contracts and the Financed Objects as it would if it

were administering motor vehicle hire purchase agreements and personal contract purchase agreements in respect of

which it held the entire benefit (both legally and beneficially) and in any event the Servicer will have the obligation to

devote all due skill care and diligence to the performance of its obligations and the exercise of its discretions under the

Servicing Agreement but it will not be required to do or cause to be done anything which it is prevented from doing by

any applicable laws regulations judgments and other directions or orders to which it or any Purchased Receivable

Ancillary Right or Financed Object may be subject

Upon the replacement of FRB London by the Back-up Servicer pursuant to the terms of the Back-up Servicing

Agreement the Back-up Servicer will service the Purchase Receivables in accordance with its policies applicable from

time to time subject to the terms of the Back-up Servicing Agreement

Servicers Duties

The duties of the Servicer will be set out in the Servicing Agreement and will include but not be limited to

a) servicing and administering the Purchased Receivables

b) implementing enforcement procedures and undertaking enforcement proceedings in relation to defaulted

Purchased Receivables and any Obligors that may default on their obligations under the relevant Financing

Contract

c) servicing and administering Collections received in respect of the Purchased Receivables

d) preparing monthly reports in relation to the Portfolio

e) providing information to the Back-up Servicer as required under the Servicing Agreement and the Back-up

Servicing Agreement

f) administering relationships with the Obligors and

g) transferring any VAT Adjustment Amounts to the Issuer Account

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Information as to the present Customary Operating Practices of FRB London are described in the section entitled

BUSINESS PROCEDURES OF FIRSTRAND BANK LIMITED ACTING THROUGH ITS LONDON BRANCH

however FRB London will be permitted to change those business procedures from time to time at its discretion

FRB London will inform the Rating Agencies without undue delay in the event that its Customary Operating Practices

are changed in a way which could have a material adverse effect on the payment of the Rated Notes

Collection and Distribution Duties of the Servicer

The Servicer will procure that all Collections are paid into the Collection Accounts At the close of each Transfer Date

the Servicer will transfer the Collections received in the Collection Accounts to the Issuer Account

Enforcement

The Servicer will use all reasonable endeavours to enforce all obligations of Obligors under the Financing Contracts and

assist in the sale or disposal of each Financed Object following termination of its related Financing Contract where the

Financed Object is returned to the Servicer and use its best endeavours to achieve a fair market price for such Financed

Objects sold or disposed of in each case on behalf of the Issuer and the Trustee in an efficient and timely fashion in

accordance with the provisions of the Financing Contracts and its Customary Operating Practices

The Servicer may in accordance with its Customary Operating Practices take such action as may be necessary or

desirable or as the Servicer determines (including if necessary court proceedings and the employment by the Servicer as

disclosed agent for the Issuer of solicitors to carry out any necessary court or other proceedings) against any Obligor in

relation to a defaulted Purchased Receivable

Servicing Report

Under the Servicing Agreement the Servicer has undertaken to provide to the Issuer the Trustee the Back-up Servicer

the Interest Rate Swap Counterparty the Currency Swap Counterparty and the Cash Manager on each Servicing Report

Performance Date a Servicing Report which will set out information on among other things the Collections the

performance of the Portfolio and delinquency information for delinquency periods of up to one month one month to two

months two months to three months three months to six months and more than six months with respect to the number of

Financing Contracts in respect of Delinquent Receivables and the total outstanding Principal Balance of the Delinquent

Receivables

Under the aforementioned agreement the Servicer will also provide the Rating Agencies with such other information as

they may reasonably request

Delegation

The Servicer is permitted to delegate some or all of its duties to other entities including its Affiliates and subsidiaries

although the Servicer will remain liable for the performance of any duties that it delegates to another entity

Servicing Fees

On each Payment Date the Servicer will be entitled to receive the Servicer Fee for the preceding Monthly Period (or in

the case of the first Payment Date a fee for the period commencing on the Closing Date to 20 January 2017) The

Servicer will pay all expenses incurred by it in connection with its collection activities and will not be entitled to

reimbursement of those expenses The Servicer will have no responsibility however to pay or fund any credit losses

with respect to the Purchased Receivables

Successor Servicer

The Servicer may terminate the Servicing Agreement by giving not less than six months prior written notice of its

intention to terminate the agreement to the Issuer and the Trustee provided that (i) the Trustee and the Issuer consent in

writing to such termination (ii) the Back-up Servicer has replaced the Servicer or another successor servicer has been

appointed and (iii) notice in writing as to the replacement of the Servicer has been given to all Obligors

In addition following the occurrence of a Servicer Replacement Event the Issuer may with the consent of the Trustee

terminate the appointment of the Servicer by giving notice thereof to the Servicer Upon the termination of the

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appointment of the Servicer under the Servicing Agreement the Back-up Servicer will within 60 days of receiving

notice of the same replace the Servicer on terms substantially similar to those set out in the Servicing Agreement

During any period between the date specified in the notice given by the Issuer and the date of the appointment of the

Back-up Servicer or another entity as successor servicer (the Transfer Period) the retiring Servicer will allow the

Issuer and the Back-up Servicer or any other successor servicer such access to its premises and facilities as the Issuer

the Trustee and such nominees may reasonably request in order to enable the retiring Servicer to perform its obligations

under the Servicing Agreement within the Transfer Period and to allow the successor servicer to prepare to perform its

duties

The dismissal of FRB London as Servicer shall only become effective after the Back-up Servicer has assumed

responsibility for performing the Services or a new Servicer has been appointed on terms substantially similar to the

existing Servicing Agreement

On the date of termination of the appointment of the Servicer pursuant to the Servicing Agreement the retiring Servicer

will (save as prohibited or required otherwise by any applicable laws regulations judgments and other directions or

orders to which it may be subject) (a) immediately deliver or make available to a successor servicer or failing the

appointment of a successor servicer the Issuer the Purchased Receivable Records the Servicer Records and the

Transaction Documents and any monies then held by the retiring Servicer on behalf of the Issuer and any other assets of

the Issuer then held by it and (b) take such further action as the Issuer the Trustee or the successor servicer may

reasonably direct in order to effectively transfer its rights and obligations under the Servicing Agreement to a successor

servicer


The Servicing Agreement and all non-contractual matters arising from or connected with it will be governed by and

construed in accordance with the laws of England and Wales The courts of England and Wales will have exclusive

jurisdiction to hear any disputes that may arise in connection therewith

Back-up Servicing Agreement

On the Closing Date the Issuer will appoint the Back-up Servicer to perform back-up services pursuant to a back-up

servicing agreement between inter alios the Issuer the Servicer and the Back-up Servicer dated on or prior to the

Closing Date (the Back-up Servicing Agreement)

The Back-up Servicer has agreed to perform certain servicing duties which include (but are not limited to)

1 conduct annual operational reviews to include

(a) re-running the operational review due diligence

(b) reviewing the key origination and servicing documentation and processes

(c) reviewing any changes to the process required to produce the Servicing Report

(d) reviewing the Servicers Systems

2 deliver to the Issuer a report setting out the results of the operational review performed by the Back-up Servicer

in accordance with item 1 above within 15 Business Days after the end of each such annual review period

3 access HMLs IT Service Provider data centre and successfully run a segregation routine in respect of the

Purchased Receivables on an annual basis

4 inform the Issuer and the Trustee within 15 days of any change to the entities providing IT solutions to the

Back-up Servicer

5 deliver to the Issuer the Trustee and the Servicer a report on a CD-Rom or as otherwise agreed confirming that

it has accessed HMLs IT Service Provider data centre and successfully run a segregation routine in respect of

the Purchased Receivables as required in item 3 above no later than 15 Business Days following the end of each

annual period

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6 deliver to the Issuer the Trustee and the Servicer any rating agency report on the Back-up Servicer

7 inform the Issuer the Trustee the Cash Manager and the Servicer of any change in its servicer rating for

consumer loans to the extent applicable or where the Back-up Servicer is not rated for servicing consumer

loans any change in its parent companys corporate rating within 15 days of becoming aware of such change

8 deliver to the Issuer and the Trustee on an annual basis a version of the servicing report based on data received

from HMLs IT Service Provider data application and confirm whether it matches the relevant Servicing Report

as delivered by the Servicer

Before the Back-up Servicer replaces the Servicer following a Servicer Replacement Event on each Payment Date

immediately preceding each anniversary of the Closing Date the Back-up Servicer will be entitled to receive a fee for the

preceding calendar year

The Back-up Servicer is permitted to delegate some or all of its duties to other entities including its Affiliates and

subsidiaries although the Back-up Servicer will remain liable for the performance of any duties that it delegates to

another entity



Servicing Agreement

The Back-up Servicing Agreement may be terminated by the Back-up Servicer upon 6 months notice to the Issuer the

Servicer and the Trustee provided that a replacement Back-up Servicer has been appointed in accordance with the Back-

up Servicing Agreement If the Issuer fails to appoint a replacement Back-up Servicer within 12 months of the notice by

the Back-up Servicer the Back-up Servicer may terminate the Back-up Servicing Agreement

The Back-up Servicing Agreement may also be terminated by the Back-up Servicer with 6 months notice to the Issuer

the Servicer and the Trustee if (i) the Servicer fails to perform certain obligations under the Back-up Servicing

Agreement (ii) any variation is made to the Back-up Servicing Agreement or the Replacement Servicing Agreement

without the consent of the Back-up Servicer or (iii) any payments due to the Back-up Servicer are not paid within 30

days of the due date for payment

Under the terms of the Back-up Servicing Agreement the Back-up Servicers liability arising by reason of or in

connection with the Back-up Servicing Agreement shall be limited in any calendar year to pound1 million in aggregate unless

such liability is occasioned by the wilful misconduct gross negligence or fraud of the Back-up Servicer After a Servicer

Replacement Event HMLs liability arising by reason of or in connection with the replacement servicing agreement shall

be limited in any calendar year to pound75 million in aggregate unless such liability is occasioned by the wilful misconduct

gross negligence or fraud of HML

The Back-up Servicing Agreement and all non-contractual matters arising from or connected with it will be governed by

and construed in accordance with the laws of England and Wales The courts of England and Wales will have exclusive


Cash Management Agreement

On the Closing Date the Issuer and the Cash Manager inter alia will enter into an agreement (the Cash Management

Agreement) pursuant to which BNP Paribas Securities Services Luxembourg Branch will be instructed to act as Cash

Manager and to carry out certain cash administration tasks on behalf of the Issuer

Cash Managers Duties

The duties of the Cash Manager will be set out in the Cash Management Agreement and will include but not be limited

to the following

a) operating the Accounts and the Swap Collateral Custody Account (if and when opened) in accordance with the

instructions of the Issuer or following a written request from the Trustee following the service of an

Enforcement Notice from the Trustee

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b) providing the Issuer and the Trustee with certain cash management calculation notification and reporting

information in relation to the Accounts and the Notes

c) taking the necessary action and giving the necessary notices to ensure that the Accounts are credited and debited

with the appropriate amounts

d) taking all necessary action to ensure that all payments are made out of the Accounts in accordance with the Cash

Management Agreement the Conditions the Interest Rate Swap Agreement and the Currency Swap Agreement

e) maintaining adequate records to reflect all transactions carried out by or in respect of the Accounts and

f) investing the funds credited to the Issuer Account and the Cash Reserve Account in Permitted Investments in

accordance with the terms and conditions of the Cash Management Agreement

Administering Accounts

The Cash Manager will be empowered to administer the Accounts for and on behalf of the Issuer Amounts standing to

the credit of the Issuer Account and the Cash Reserve Account may be invested in Permitted Investments at the direction

of the Servicer acting on behalf of the Issuer Any amounts so invested shall on each Calculation Date be transferred to

the Issuer Account or the Cash Reserve Account (as applicable) Net investment earnings from Permitted Investments

belong to the Issuer and will be applied as Available Distribution Amounts

Investor Report

On or prior to each Calculation Date the Cash Manager is required to determine the various amounts required to pay

interest due on the Notes on the forthcoming Payment Date and all other amounts then payable by the Issuer and the

amounts available to make such payments (subject to adjustment for any amounts received on or before that Payment

Date)

The Cash Manager has undertaken to prepare and deliver to the Issuer the Trustee the Seller the Joint Lead Managers

the Interest Rate Swap Counterparty the Currency Swap Counterparty the Servicer the Back-up Servicer and the Rating

Agencies not fewer than two Business Days prior to each Payment Date the Investor Report The Investor Report will

be freely available on the following website httpsgctabsreportingbnpparibascomindexjsp and on Bloomberg except

to the extent that disclosure of such financial information would at that time breach any law regulation Irish Stock

Exchange requirement or rules of any applicable regulatory body to which the Cash Manager is subject The Investor

Report will contain the following information

a) the aggregate amount to be distributed on each Class A Note each Class B Note each Class C Note each

Class D Note and each Class E Note on the Payment Date immediately following the provision of the Investor

Report

b) the repayment of the principal amount attributed to each Class A Note to each Class B Note to each Class C

Note to each Class D Note and to each Class E Note as distributed

c) the principal amount still outstanding on each Class A Note on each Class B Note on each Class C Note on

each Class D Note and on each Class E Note as at the Payment Date immediately following

d) the amounts available in the Cash Reserve Account immediately following the Payment Date

e) the sums corresponding to the administration fees

f) delinquency information for delinquency periods of up to one month one month to two months two months to

three months three months to six months and more than six months with respect to the number of Financing

Contracts in respect of Delinquent Receivables and the total outstanding Principal Balance of the Delinquent

Receivables

g) in the event of the final Payment Date the fact that such date is the final payment date

h) confirmation from the Seller at monthly intervals that the Seller continues to hold the Retained Interest

i) performance information on the Purchased Receivables

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j) details of the locationwebpage where the cash-flow model is available

k) detailed statistical information on the Purchased Receivables

l) such information as provided by the Seller or Servicer as may be reasonably required to be included in the

Investor Report so that Noteholders are able to comply with their obligations pursuant to the CRR and

m) a glossary of the defined terms used in the Investor Report

The first Investor Report will also contain information on the amount of Notes (i) privately-placed with investors which

are not in the FRB Group (ii) retained by members of the FRB Group (iii) publicly-placed with investors which are not

in the FRB Group and (iv) initially retained by members of the FRB Group but subsequently placed with investors

which are not in the FRB Group

In the event that any Notes initially retained by members of the FRB Group are subsequently placed with investors which

are not in the FRB Group this fact will be disclosed in the first Investor Report issued following such placement

In the event that the Cash Manager does not receive or there is a delay in the receipt of some or all the information

necessary for it to prepare the Investor Report in respect of any Calculation Date (a Servicing Report Delivery

Failure) but the Cash Manager determines that the amounts standing to the credit of the Issuer Account and the Cash

Reserve Account (provided that the amounts standing to the credit of the Cash Reserve Account shall only be used to the

extent that the amounts standing to the credit of the Issuer Account are insufficient to make the required payments and

then only amounts standing to the credit of the Cash Reserve Account shall only be used to the extent required to make

the necessary payments) are sufficient to pay the interest due on the Senior Notes and any other amount ranking in

priority thereto pursuant to the Pre-Enforcement Order of Priority of which it has been notified by the relevant

Transaction Parties the Cash Manager shall

a) prepare the payment report (the Provisional Payments Report) on or prior to the relevant Calculation Date

based on the information provided in the last supplied Servicing Report and calculate (i) the amounts of interest

due and payable on the Senior Notes and any other amount ranking in priority thereto which it is aware of at

such time on the immediately following Payment Date pursuant to the Pre-Enforcement Order of Priority and

(ii) the fees payable to third parties pursuant to items (i) to (vi) inclusive of the Pre-Enforcement Order of

Priority which shall be assumed to be equal to the amount specified in the last available Investor Report

b) promptly inform the Issuer the Trustee the Interest Rate Swap Counterparty and the Currency Swap

Counterparty thereof and

c) take such commercially reasonable steps together with the Issuer the Trustee and the Account Bank as are

required to apply the amounts standing to the credit of the Issuer Account in or towards payment of any interest

amount in respect of the Senior Notes and any other payment ranking in priority thereto on the relevant

Payment Date

For the avoidance of doubt the parties to the Cash Management Agreement will acknowledge and agree that on the

Payment Date immediately following the occurrence of a Servicing Report Delivery Failure and on each subsequent

Payment Date no payment will be made by the Issuer after payment of interest on the Senior Notes until the earliest of (a)

a new Servicing Report is produced by the Servicer or any substitute Servicer (b) the Final Maturity Date and (c)

delivery of an Enforcement Notice (in which case payments will be made pursuant to the Post-Enforcement Order of

Priority)

On the Calculation Date immediately following the provision of a new Servicing Report the Cash Manager will calculate

the amounts listed under paragraph (a)(i) and (ii) above making any necessary adjustment to take into account any

differences andor discrepancies between (x) the amounts paid on the relevant preceding Payment Dates (on the basis of

the payment report referred to in (a) above) and (y) the actual amounts that would have been due on such Payment Dates

had the information necessary for it to prepare the Investor Report been provided (such information being as set out in

the Servicing Report)

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Delegation

The Cash Manager is permitted to sub-contract or delegate some or all of its duties to other entities including its

Affiliates and subsidiaries whom it reasonably believes is capable of and experienced in performing the functions to be

given to it although the Cash Manager will remain liable for the performance of any duties that it delegates to another

entity

Termination and Resignation

Following the occurrence of a Cash Manager Termination Event the Issuer (with the prior written approval of the

Trustee) andor the Trustee may at once or at any time thereafter while such event continues by notice in writing to the

Cash Manager terminate the appointment of the Cash Manager with effect from a date (not earlier than the date of the

notice) specified in the notice

In addition the Cash Manager may resign from the obligations and duties imposed on it under the Cash Management

Agreement by giving not less than three months prior written notice to the Issuer and the Trustee provided that such

resignation shall not take effect until a successor which is acceptable to the Issuer and the Trustee has been appointed on

substantially the same terms as those of the Cash Management Agreement or such other terms as the Issuer and the

Trustee may approve

If a notice of termination is served or if the Cash Manager resigns its appointment the Cash Manager shall from the

date of service of such notice or resignation as the case may be co-operate with and provide reasonable assistance to the

Issuer in order to enable a substitute cash manager to be appointed

If the Issuer fails within 30 Business Days from the date of expiry of a notice of resignation to appoint a substitute cash

manager the Cash Manager may do so provided that (i) such substitute cash manager shall have experience of providing

the kind of services required to be provided by the cash manager pursuant to the Cash Management Agreement and (ii) it

shall be willing to enter into an agreement with the Issuer and the Trustee substantially in the same terms as those of the


Indemnity and Costs and Expenses

Under the Cash Management Agreement the Issuer will indemnify the Cash Manager against any Liabilities which it

may incur or which may be made against the Cash Manager as a result of or in connection with its appointment or the

exercise of its powers and duties under or pursuant to the Cash Management Agreement except such as may result from

its own wilful default gross negligence or fraud

The Issuer will agree to reimburse the Cash Manager in respect of any costs expenses and charges properly incurred by

the Cash Manager in connection with the performance by the Cash Manager of its services

Cash Management Fees

The Cash Manager will be entitled to receive a fee on each Payment Date for the preceding Monthly Period (or in the

case of the first Payment Date a fee for the period commencing on the Closing Date to 20 January 2017)


The Cash Management Agreement and all non-contractual matters arising from or connected with it will be governed by



Corporate Services Agreement

Pursuant to the Corporate Services Agreement the Corporate Services Provider will agree to provide certain compliance

and secretarial services to the Issuer and the Share Trustee will agree to hold the Shares of the Issuer on trust in

accordance with the Declaration of Trust In return for the services so provided the Corporate Services Provider will

receive a fee payable by the Issuer on each Payment Date in accordance with the relevant Priority of Payments including

a fee for procuring the Share Trustee

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The Corporate Services Agreement may be terminated by any of the parties thereto on not less than 90 calendar days

written notice to the other party or at any time forthwith by notice in writing if any of the other parties shall have at any

time (a) committed a material breach of any of the terms andor conditions of the Corporate Services Agreement and has

not remedied such breach within 30 calendar days (or such other period as shall be agreed between the parties) of being

required to do so or (b) been the subject of one or more insolvency events as specified in the Corporate Services

Agreement No termination of the appointment of the Corporate Services Provider may occur unless a successor

corporate services provider acceptable to the Issuer has been appointed and has acceded to the terms of the Corporate

Services Agreement

The Corporate Services Provider will provide corporate administration and secretarial services to the Issuer which will

include

(a) dispatch of shareholder and board meeting notices in accordance with the articles and applicable English law

(b) the convening of the annual shareholders meeting and the annual meeting of the board of directors and

preparation of written minutes of such meetings

(c) handling enquiries and making appropriate filings (or assisting the Issuers auditors in so doing) as required by

applicable English law regulations and regulators

(d) keeping and maintaining books records registers and statutory accounts that the company is required to

maintain under the Companies Act 2006 (including the register of shareholders and of the directors and

secretary) and procuring that the same are made available for inspection andor supplying copies of such books

and registers in accordance with the articles and applicable English law and

(e) advising on the appointment of company lawyers and auditors and supervising performance of any agents of the

relevant companies

The Share Trustee shall hold the share on the Issuer in accordance with the Declaration of Trust

The Corporate Services Agreement and all non-contractual matters arising from or connected with it will be governed by

and construed in accordance with the law of England and Wales

Trust Deed

On the Closing Date the Issuer and the Trustee will enter into the Trust Deed Under the terms of the Trust Deed the

Notes will be constituted and will be subject to the provisions in the Trust Deed The Conditions and the forms of the

Notes are set out in the Trust Deed

The Trustee will agree to hold the benefit of the Issuers covenant to pay on trust for the Noteholders and the

Couponholders

The Trust Deed contains provisions requiring the Trustee to have regard to the interests of the holders of the Class A1

Notes the Class A2 Notes the Class B Notes the Class C Notes the Class D Notes and the Class E Notes equally as

regards all powers trusts authorities duties and discretions of the Trustee (except where expressly provided otherwise)

but requiring the Trustee so long as any Class A Notes are outstanding to have regard only to the interests of the Class

A Noteholders if in the Trustees opinion there is a conflict between the interests of the Class A Noteholders and those

of the Class B Noteholders andor the Class C Noteholders andor the Class D Noteholders andor the Class E

Noteholders and to have regard only to the interests of the Class B Noteholders if in the Trustees opinion there is a

conflict between the interests of the Class B Noteholders and those of the Class C Noteholders andor the Class D

Noteholders andor the Class E Noteholders and to have regard only to the interests of the Class C Noteholders if in the

Trustees opinion there is a conflict between the interests of the Class C Noteholders and those of the Class D

Noteholders andor the Class E Noteholders and to have regard only to the interests of the Class D Noteholders if in the

Trustees opinion there is a conflict between the interests of the Class D Noteholders and those of the Class E

Noteholders

In accordance with the terms of the Trust Deed the Issuer will pay a fee to the Trustee for its services under the Trust

Deed at the rate and times agreed between the Issuer and the Trustee together with payment of any liabilities incurred by

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the Trustee in relation to the Trustees performance of its obligations under the Trust Deed and each other Transaction

Document to which it is a party

The Trustee may delegate to any person or persons or fluctuating body of persons all or any of the trusts powers and

authorities vested in the Trustee by the Trust Deed and the Trustee shall not be bound to supervise the proceedings or

provided that the Trustee shall have exercised reasonable care in the selection of such delegate or sub-delegate be in any

way responsible or liable for any loss incurred by reason of any act omission misconduct or default on the part of any

such delegate or sub-delegate

The Trustee from time to time may retire at any time upon giving not less than 90 calendar days notice in writing to the

Issuer without assigning any reason therefor and without being responsible for any costs occasioned by such retirement

The retirement of the Trustee shall not become effective unless there remains a trustee (being a trust corporation) in

office after such retirement No entity may be appointed as trustee without an Extraordinary Resolution of the Most

Senior Class Outstanding approving the appointment The Issuer will agree in the Trust Deed that in the event of the sole

trustee or the only trustee under the Trust Deed giving notice of its retirement it shall use all reasonable endeavours to

procure a new trustee be appointed and if the Issuer has not procured the appointment of a new trustee within 90

calendar days the Trustee will have the power to appoint a new trustee In the event of the retirement of the Trustee and

the appointment of a new trustee the new trustee shall assume the rights and obligations of the retiring Trustee under the

Deed of Charge


The Trust Deed and all non-contractual matters arising from or connected with it will be governed by and construed in

accordance with the laws of England and Wales The courts of England and Wales will have exclusive jurisdiction to

hear any disputes that may arise in connection therewith

Deed of Charge

On the Closing Date the Issuer and the Trustee will enter into the Deed of Charge As continuing security for the

payment or discharge of the Secured Obligations the Issuer will create in favour of the Trustee for itself and on trust for

the Transaction Creditors in accordance with the terms of the Deed of Charge

(a) an assignment by way of first fixed security of the benefit of all of its present and future right title and interest

to in and under the Purchased Receivables

(b) an assignment by way of first fixed security of the benefit of all of its present and future right title and interest

to in and under


(ii) each other contract agreement deed (other than the Trust Deed the Deed of Charge and the

Assignation in Security) and document present and future to which the Issuer is or becomes a party

including without limitation all rights to receive payment of any amounts which may become payable

to the Issuer thereunder and all payments received by the Issuer thereunder from time to time all rights

to serve notices andor make demands thereunder andor to take such steps as are required to cause

payments to become due and payable thereunder and all rights of action in respect of any breach

thereof and all rights to receive damages or obtain other relief in respect thereof

(c) first fixed security over the benefit of all of its present and future right title and interest to in and under any

Permitted Investment

(d) a first fixed charge over the benefit of each account of the Issuer other than any such accounts situated outside

England and Wales (and any replacement therefor) and all of its other book debts present and future the

proceeds of the same and all other moneys due and payable to it and the benefit of all rights securities and

guarantees of any nature enjoyed or held by it in relation to any of the foregoing and

(e) a first floating charge over the whole of the Issuers undertaking and all the Issuers property assets and rights

whatsoever and wheresoever present and future including without limitation the Issuers uncalled capital except

to the extent otherwise charged or secured under the Deed of Charge (but excepting from such exclusion the

107

whole of the Issuers undertaking property assets and rights situated in Scotland or otherwise governed by

Scots law all of which are charged by the floating charge thereby created)

The Trustee shall hold the benefit of the Issuer Security for the Transaction Creditors from time to time on the terms of

the Deed of Charge and the Assignation in Security and shall deal with the Issuer Security and apply all payments

recoveries or receipts in respect of the Issuer Security in accordance with the Conditions of the Notes the Deed of

Charge and the Assignation in Security

The Trustee and any Receiver appointed by the Trustee may delegate all or any of the powers under the Deed of Charge

or by any statute conferred upon it or him to such person or persons as it or he may in its or his absolute discretion

(including the power to sub-delegate) think fit and will not be under any obligation to supervise such delegate or

provided that the Trustee or Receiver shall have exercised reasonable care in the selection of such delegate be

responsible for any loss liability cost claim action demand or expense incurred by reason of any misconduct or default

by any such delegate or sub-delegate

Each of the Transaction Creditors (other than the Trustee) will agree to be bound by the provisions of the Deed of Charge

and in particular will agree to be bound by the Priority of Payments and the limited recourse and non-petition provisions

set out in the Master Framework Agreement

Only the Issuer Security shall be available to satisfy the Issuers obligations under the Notes Accordingly recourse

against the Issuer in respect of such obligations shall be limited to the Issuer Security and the claims of the Transaction

Creditors against the Issuer under the Transaction Documents may only be satisfied to the extent of the Issuer Security

Once the Issuer Security has been realised

(a) neither the Trustee nor any of the Transaction Creditors shall be entitled to take any further steps or other action

against the Issuer to recover any sums due but unpaid

(b) all claims in respect of any sums due but unpaid shall be extinguished and

(c) neither the Trustee nor any of the Transaction Creditors shall be entitled to petition or take any other step for the

winding up of the Issuer

The Issuer Security shall become enforceable upon the delivery by the Trustee of an Enforcement Notice in accordance

with the Conditions


The Deed of Charge and all non-contractual matters arising from or connected with it will be governed by and construed

in accordance with the laws of England and Wales The courts of England and Wales will have exclusive jurisdiction to


Account Agreement

On the Closing Date the Issuer the Cash Manager and the Trustee will enter into an account agreement with the Account

Bank whereby the Account Bank will open the Accounts in the name of the Issuer The Account Bank will agree to open

and maintain the Accounts which are to be held in the name of the Issuer and provide the Issuer with certain services in

connection with account handling and reporting requirements in relation to the monies from time to time standing to the

credit of the Accounts Amounts standing to the credit of the Issuer Account and the Cash Reserve Account may be

invested by the Cash Manager on a non-discretionary basis in Permitted Investments in accordance with the provisions of

the Cash Management Agreement In the event of any amount standing to the credit of the Accounts overnight such

amount shall bear interest at a rate agreed between the Issuer and the Account Bank (provided that such rate shall not be

lower than 0 (zero))

The Account Bank will agree to comply with any instructions given by the Cash Manager or the Issuer or the Trustee in

relation to the management of the Accounts The Account Bank will waive all rights of set-off which it may have in

respect of the Accounts

If the ratings of the Account Bank are downgraded below the requisite ratings set out in the Account Agreement (being

the Minimum Rating) the Issuer will as soon as practicable but in any event within 30 calendar days from the date on

which the Account Bank ceases to have the Minimum Rating (i) find a substitute account bank with the requisite rating

108

and move the Accounts (and the balances standing to the credit thereto) to such substitute issuer account bank or (ii)

enter into a guarantee with another bank with the requisite rating If the Issuer is not notified of such event by the

Account Bank within 30 calendar days of its occurrence the Issuer is entitled to terminate the appointment of the

Account Bank and to appoint a substitute account bank with the requisite ratings

On each Payment Date the Account Bank will be entitled to receive a fee for the preceding Monthly Period (or in the


The Account Bank may terminate the banking arrangements granted to the Issuer under the Account Agreement by

giving at least 30 calendar days written notice to the Issuer the Trustee and the Cash Manager except to the extent that

such termination is by reason of fraud illegality or material default by any other party to the Account Agreement

whereby the Account Bank will give such notice as is reasonable in all the circumstances In the event of any such

termination the Account Bank (at its own cost) will reasonably assist the other parties hereto to effect an orderly

transition of the Issuers banking arrangements except that such termination will not take effect until the transition of the

Issuers banking arrangements have been completed

If the Issuer fails within 30 calendar days from the date of delivery of a notice of termination by the Account Bank to

appoint a substitute account bank the Account Bank may do so provided that (i) such substitute account bank shall be

rated at least the requisite ratings referred to above and (ii) it shall be willing to enter into an agreement with the parties

to the Account Agreement substantially in the same terms as those of the Account Agreement

The Account Agreement and all non-contractual matters arising from or connected with it will be governed by and



Paying Agency Agreement

On the Closing Date the Issuer the Paying Agent the Agent Bank and the Trustee will enter into a paying agency

agreement pursuant to which the Issuer will appoint the Paying Agent as paying agent in respect of the Notes In the

event that (a) Definitive Notes are to be issued in respect of any class of Notes in accordance with the provisions of the

Trust Deed and (b) the Paying Agent is unable to perform its obligations under the Paying Agency Agreement the

Paying Agent will be required at its own cost and expense and as soon as practicable to delegate any of its roles duties

or obligations under the Paying Agency Agreement to a reputable bank whom it believes is capable of and experienced

in performing the functions to be given to it Any delegation by the Paying Agent of its obligations (or any of them)

under the Paying Agency Agreement shall not release or discharge the Paying Agent from any of its obligations under

the Paying Agency Agreement

Under the Paying Agency Agreement the Issuer will have the right to with the prior written approval of the Trustee

terminate the appointment of any Agent andor appoint additional or other Agents by giving to the Agent whose

appointment is concerned and where appropriate the Paying Agent a notice as described in the Paying Agency

Agreement

The Agents may also resign their respective appointments at any time by giving to the Issuer the Trustee and where

appropriate the Paying Agent a notice as described in the Paying Agency Agreement

If the Paying Agent resigns or is removed the Issuer will promptly and in any event within 30 days appoint a successor

approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed) If the Issuer fails to

appoint a successor within such period the Paying Agent may select a leading bank approved in writing by the Trustee

(such approval not to be unreasonably withheld or delayed) to act as Paying Agent and the Issuer shall appoint that bank

as the successor Paying Agent

So long as the Notes are listed on the Irish Stock Exchange the Issuer will procure that there will be a paying agent in an

EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 200348EC

or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26th-27th November 2000 or

any law implementing or complying with or introduced in order to conform to such Directive

As consideration for performance of the agency services the Issuer will pay the Agents a fee

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The Issuer will undertake to indemnify each of the Agents against all Liabilities which any of them may suffer or incur or

which may be made against any of them as a result of or in connection with their appointment or the exercise of their

powers or performance of their duties under the Paying Agency Agreement except as may directly result from wilful

default gross negligence or fraud on the part of the Agents or any of them

The Issuer will undertake to pay to the Paying Agent the Agent Bank and any successor Agent (as the case may be) any

legal advertising postage fax and other communication expenses properly incurred and documented by the Agents in

connection with their services and such other fees and commissions in respect of the services of the Agents as agreed

between the Issuer and the Paying Agent the Agent Bank and any successor Agent

The Paying Agency Agreement and all non-contractual matters arising from or connected with it will be governed by and



Swap Agreement Interest Rate Swap Agreement

On or about 30 November 2016 the Issuer will enter into the Interest Rate Swap Agreement with the Interest Rate Swap

Counterparty pursuant to the terms of the Swap Agreement The Interest Rate Swap Agreement will mitigate the floating

interest rate risk on the Class A1 Notes Class A2 Notes and the Class B Notes against the fixed rate income payable

under the Financing Contracts to be received by the Issuer (a portion of which payments will be exchanged for Euro

payments under the Currency Swap Agreement in respect of the Class A2 Notes)

Under the Interest Rate Swap Agreement

(A) the Issuer will pay to the Interest Rate Swap Counterparty on each Payment Date an amount equal to (i) thePrincipal Amount Outstanding of the Class A1 Notes the Class A2 Notes (converted at the Exchange Rate) andthe Class B Notes on each Payment Date multiplied by (ii) a fixed rate calculated on the basis of the actualnumber of days elapsed in an Interest Period divided by 365 and

(B) the Interest Rate Swap Counterparty will pay to the Issuer on each Payment Date an amount equal to (i) thePrincipal Amount Outstanding of the Class A1 Notes the Class A2 Notes (converted at the Exchange Rate) andthe Class B Notes on each Payment Date multiplied by (ii) a floating rate of LIBOR for one-month Sterlingdeposits plus a spread of 060 calculated on the basis of the actual number of days elapsed in an InterestPeriod divided by 365

If in respect of a particular Payment Date under the Interest Rate Swap Agreement the floating amount payable by the

Interest Rate Swap Counterparty is a negative number (for example due to a quoted negative floating rate of interest)

then the Zero Interest Rate Method (as defined under the Swap Agreement) will apply

Swap Agreement Currency Swap Agreement

On or about 30 November 2016 the Issuer will enter into a Currency Swap Agreement with the Currency Swap

Counterparty pursuant to the terms of the Swap Agreement The Currency Swap Agreement will mitigate the floating

interest rate risk and currency risk on the Class A2 Notes against (i) the floating rate Sterling amounts to be received by

the Issuer under the Interest Rate Swap Agreement and (ii) the Sterling amounts available to be applied in redemption of

the Class A2 Notes

Under the Currency Swap Agreement

(A) the Issuer will pay to the Currency Swap Counterparty (i) on or about the Closing Date an amount in Euroequal to the Class A2 Notes issuance proceeds (ii) on each Payment Date an amount in Sterling equal to (a) thePrincipal Amount Outstanding of the Class A2 Notes (converted at the Exchange Rate) on each Payment Datemultiplied by (b) a floating rate of LIBOR for one-month Sterling deposits plus a spread of 076 calculated onthe basis of the actual number of days elapsed in an Interest Period divided by 365 (iii) on each Payment Dateon which any of the Class A2 Notes are redeemed in part pursuant to Condition 74 (Mandatory Redemption inPart) a Sterling amount equal to the portion of the Available Distribution Amount to be applied in redemptionof the Class A2 Notes in accordance with Condition 74 (Mandatory Redemption in Part) and (iv) on the finalexchange date a Sterling amount equal to the Principal Amount Outstanding of the Class A2 Notes (convertedat the Exchange Rate) and

(B) the Currency Swap Counterparty will pay to the Issuer (i) on or about the Closing Date an amount inSterling equal to the Euro amount representing the Class A2 Notes issuance proceeds (converted at the

110

Exchange Rate) (ii) on each Payment Date an amount in Euro equal to (a) the Principal Amount Outstanding ofthe Class A2 Notes on each Payment Date multiplied by (b) a floating rate of EURIBOR for one-month Eurodeposits plus a spread of 045 calculated on the basis of the actual number of days elapsed in an InterestPeriod divided by 360 (iii) on each Payment Date on which any of the Class A2 Notes are redeemed in partpursuant to Condition 74 (Mandatory Redemption in Part) a Euro amount equal to the portion of the AvailableDistribution Amount to be applied in redemption of the Class A2 Notes in accordance with Condition 74(Mandatory Redemption in Part) (converted at the Exchange Rate) and (iv) on the final exchange date anamount in Euro equal to the Principal Amount Outstanding of the Class A2 Notes

If in respect of a particular Payment Date under the Currency Swap Agreement the floating amount payable by the

Currency Swap Counterparty or the Issuer (as applicable) is a negative number (for example due to a quoted negative

floating rate of interest) then the Zero Interest Rate Method (as defined under the Swap Agreement) will apply

Euro amounts payable by the Currency Swap Counterparty as a result of the payments made to the Currency Swap

Counterparty will be paid directly to the Paying Agent and applied in the payment of principal and interest on the Class

A2 Notes

Swap Agreement Common Provisions relating to the Interest Rate Swap Agreement and the Currency Swap

Agreement

The Interest Rate Swap Agreement and the Currency Swap Agreement will be governed by the terms of and form a

single agreement with the Swap Agreement

The Interest Rate Swap Counterparty (or its Swap Guarantor) and the Currency Swap Counterparty (or its Swap

Guarantor) must be rated at least the Required Rating or the Second Required Rating (as applicable)









applicable

SampP Option means on any date the option which applies to the terms of the Swap Agreement and which may be

either SampP Option 1 SampP Option 2 SampP Option 3 or SampP Option 4 as the case may be (or any other applicable option

which may be published by SampP from time to time)

Prior to the occurrence of an Event of Default or Termination Event (in each case as defined in the Swap Agreement)

pursuant to the terms of the Swap Agreement any payments under the Interest Rate Swap Agreement and the Currency

Swap Agreement that are due on the same date and in the same currency will be made on a net basis on each Payment

Date so that on each Payment Date a net amount will be due from the Issuer or the Swap Counterparty (as the case may

be)

Any payments other than Subordinated Termination Payments made by the Issuer under the Interest Rate Swap

Agreement or Currency Swap Agreement rank higher in priority than payments on the Notes Payments by either of the

Swap Counterparties to the Issuer under the Swap Agreement will be made into the Issuer Account and will to the extent

necessary be increased to ensure that such payments are free and clear of all taxes other than withholding taxes imposed

under FATCA

Events of default under the Interest Rate Swap Agreement and Currency Swap Agreement applicable to the parties

include among other things

(a) failure to make a payment under the Swap Agreement when due (taking into account any grace periods) or

(b) the occurrence of certain bankruptcy and insolvency events

111

Termination events under the Interest Rate Swap Agreement and Currency Swap Agreement applicable to the parties


(a) a change of law results in the obligations of one of the parties becoming illegal

(b) an Enforcement Notice is served on the Issuer by the Trustee or

(c) the Issuer serves a notice upon holders of the Notes of its intention to redeem the Class A1 Notes Class A2

Notes and Class B Notes in whole pursuant to Condition 73 (Redemption and Cancellation - Optional

Redemption in Whole) or

(d) the Priority of Payments is amended such that interests of the Interest Rate Swap Counterparty or the Currency

Swap Counterparty (as applicable) are in any way adversely affected unless the relevant Swap Counterparty has

consented in writing to such amendment

(e) any provision of the Transaction Documents is amended and the effect of such amendment is to affect the

amount timing or priority of any payments or deliveries due from the Issuer to the Interest Rate Swap

Counterparty or the Currency Swap Counterparty (as applicable) or from the Interest Rate Swap Counterparty

or the Currency Swap Counterparty (as applicable) to the Issuer unless the relevant Swap Counterparty has

consented in writing to such amendment or

(f) failure of the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) to take certain

actions if its credit rating or where applicable the credit rating of the relevant Swap Guarantor falls below the

Required Rating or the Second Required Rating (as applicable) If the Interest Rate Swap Counterparty or the

Currency Swap Counterparty (as applicable) or where applicable the credit rating of the relevant Swap

Guarantor does not have the Required Rating or the Second Required Rating (as applicable) it may or shall be

required to post Swap Collateral as calculated in accordance with the Swap Credit Support Document The

Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) may or shall also as an

additional or alternative measure take one of the following measures

(i) obtain a guarantee or procure another Person to become a co-obligor from an institution with an

acceptable rating

(ii) assign its rights and obligations under the Interest Rate Swap Agreement or Currency Swap Agreement

(as applicable) to a successor Swap Counterparty with an acceptable rating or

(iii) take any such action as may be agreed with Moodys and SampP

Any Swap Collateral required to be posted in connection with the Interest Rate Swap Agreement and the Currency Swap

Agreement will be pursuant to the terms of the Swap Credit Support Document calculated across both the Interest Rate

Swap Agreement and the Currency Swap Agreement and will be transferred to the Issuer on a net exposure basis by the

Swap Counterparty In accordance with the Swap Credit Support Document Swap Collateral may be delivered in the

form of cash or securities Cash amounts will be paid into the Swap Collateral Cash Account and securities will be

transferred to the Swap Collateral Custody Account References to a Swap Collateral Cash Account or a Swap Collateral

Custody Account and to payments from such accounts are deemed to be a reference to payments from such accounts as

and when opened by the Cash Manager

Cash and securities transferred as collateral to the Swap Collateral Cash Account andor the Swap Collateral Custody

Account (and all income and or proceeds of redemption liquidation in respect thereof) will only be available to be

applied in returning collateral (and interest or distributions on or the proceeds of redemption of liquidation of such Swap

Collateral) to the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) and in the event

that the Interest Rate Swap Agreement andor Currency Swap Agreement (as applicable) is terminated early in

satisfaction of any amounts owing by the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as

applicable) in each case in accordance with the terms and within the limits of the Swap Credit Support Document and

the Cash Management Agreement Amounts standing to the credit of the Swap Collateral Cash Account andor the Swap

Collateral Custody Account will only be available to the Transaction Creditors to the extent that such amounts are

applied in or towards satisfaction of the relevant Swap Counterpartys obligations to the Issuer upon termination of the

Swap Agreement Any amount in excess of such obligations shall not be available to Transaction Creditors and shall be

returned to the Interest Rate Swap Counterparty or the Currency Swap Counterparty as applicable There may be

112

circumstances where no amount is payable by the Interest Rate Swap Counterparty andor the Currency Swap

Counterparty to the Issuer in such circumstances any Swap Collateral will be returned by the Cash Manager to the

Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) directly in accordance with the

terms of the Swap Credit Support Document

Upon the occurrence of an Event of Default or Termination Event (in each case as defined in the Swap Agreement) the

non-defaulting party or non-affected party may in accordance with the provisions of the Swap Agreement elect to

terminate such Interest Rate Swap Agreement or Currency Swap Agreement (as applicable) If the Interest Rate Swap

Agreement or Currency Swap Agreement (as applicable) is terminated due to such Event of Default or Termination

Event a Swap Termination Payment may be due to the Interest Rate Swap Counterparty or the Currency Swap

Counterparty (as applicable) by the Issuer out of its available funds or to the Issuer by the Interest Rate Swap

Counterparty or the Currency Swap Counterparty (as applicable) The amount of any such Swap Termination Payment

may be based on the actual cost or market quotations of the cost of entering into a similar interest rate swap transaction or

such other methods as may be required under the Swap Agreement in each case in accordance with the procedures set

forth in the Swap Agreement Upon early termination the Cash Manager shall also instruct the Account Bank to return

any Excess Swap Collateral to the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable)

on the relevant Early Termination Date (as defined in the Swap Agreement)

The Interest Rate Swap Counterparty and the Currency Swap Counterparty may under certain conditions transfer its

obligations under the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) to a third party

with an acceptable rating as set forth in the Swap Agreement

In the event that the Interest Rate Swap Counterparty or the Currency Swap Counterparty has paid an additional amount

or received a lesser amount pursuant to Section 2(d)(i) of the Interest Rate Swap Agreement or the Currency Swap

Agreement (as applicable) the Issuer will undertake to appoint a firm of chartered accountants to take all reasonable

steps to enquire with or make any necessary application to the relevant tax authorities in connection with any Tax Credit

(as defined in the Swap Agreement) which may be made available to the Issuer in respect of such deduction or

withholding The Issuer further agrees that it shall upon request by the Interest Rate Swap Counterparty or the Currency

Swap Counterparty (as applicable) following the date on which any Tax Credit is made available to the Issuer supply the

Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) with a reasonably detailed

explanation of its calculation of the amount of any such Tax Credit

In the event that the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) is terminated early

and the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) is replaced by a

Replacement Swap Counterparty and a Replacement Swap Premium is received by the Issuer from the Replacement

Swap Counterparty any such Replacement Swap Premium shall be paid by the Cash Manager into the Swap Collateral

Cash Account and shall be paid as soon as possible to the Interest Rate Swap Counterparty or the Currency Swap

Counterparty (as applicable) in satisfaction pro tanto of the Issuers liability to pay any Swap Termination Payment to the

Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) Any Replacement Swap Premium

received from any Replacement Swap Counterparty shall not be included in any Available Distribution Amount and

shall not be applied under the Priority of Payments


The Swap Agreement the Interest Rate Swap Agreement and the Currency Swap Agreement and all non-contractual

matters arising from or connected with them will be governed by and construed in accordance with the laws of England

and Wales

113

PCS LABEL

Application has been made to Prime Collateralised Securities (UK) Limited for the Class A1 Notes and Class A2 Notes

to receive the Prime Collateralised Securities label (the PCS Label) The PCS Label is not a recommendation to buy

sell or hold securities There can be no assurance that the Class A1 Notes or the Class A2 Notes will receive the PCS

Label (either before issuance or at any time thereafter) and if the Class A1 Notes or Class A2 Notes do receive the PCS

Label there can be no assurance that the PCS Label will not be withdrawn from the Class A1 Notes or Class A2 Notes at

a later date It is not investment advice whether generally or as defined under Markets in Financial Instruments Directive

(200439EC) and it is not a credit rating whether generally or as defined under the CRA Regulation or Section 3(a) of

the Exchange Act (as amended by the Credit Agency Reform Act of 2006) Prime Collateralised Securities (PCS) UK

Limited is not an expert as defined in the Securities Act



securities To understand the nature of the PCS Label you must read the information set out in wwwpcsmarketorg

114

THE PROVISIONAL RECEIVABLES POOL

The characteristics set forth in this section are based on the Receivables balance as at the Provisional Pool Date by

application of certain selection criteria The actual Initial Purchased Receivables Pool to be acquired by the Issuer on the

Initial Purchase Date was randomly selected on the Initial Cut-Off Date and has similar characteristics to the Receivables

contained in the Provisional Pool The actual Initial Purchased Receivables Pool will have an Aggregate Outstanding

Principal Balance of pound56816617384

The Initial Receivables to be retained by the Seller under Articles 404-410 of the CRR and Section 5 of the AIFMR will

also be selected on a random basis from the Provisional Pool (see THE RETAINED INTEREST POOL) in accordance

with Article 405(1)(c) of the CRR Section 5 of AIFMR (supplementing AIFMD) and Article 254 of the Solvency II

Regulation

The statistical distribution of the characteristics of the Initial Purchased Receivables Pool as at the Initial Cut-Off Date

and the Initial Purchase Date will vary from the statistical distribution of those characteristics as at the Provisional Pool

Date illustrated in the tables below

The Provisional Pool had the aggregate characteristics indicated in Tables 1 to 27 below as at the Provisional Pool Date

Each number in the tables is rounded to the level shown therefore the totals of the numbers shown may be slightly

different from the column totals

Composition of the Provisional Receivables Pool

as at the Provisional Pool Date

Stratification Tables

1 Summary Pool Information

2 Breakdown by Outstanding Balance

Outstanding

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 8873 1409864591 1417 348

250000 - 499999 17613 6673413492 2812 1648

500000 - 749999 16352 10112121615 2611 2497

Summary Pool Information

Type of Receivable Auto Loans

Outstanding Balance 405000441


Average Outstanding Balance 6467

Weighted Average Effective Rate 1285

Weighted Average Original LTV 8888

Weighted Average Remaining Term (months) 40

Weighted Average Seasoning (months) 12

115

Outstanding

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

750000 - 999999 9832 8464102025 1570 209

1000000 - 1499999 7477 8912843158 1194 2201

1500000 - 1999999 1628 2756248001 260 681

2000000 - 2499999 526 1165269655 084 288

2500000 - 2999999 179 486509671 029 12

3000000 - 4999999 149 519671895 024 128

Total 62629 40500044103 10000 100

Minimum Outstanding Balance (pound) 17589

Maximum Outstanding Balance (pound) 4785825

Average Outstanding Balance (pound) 646666

3 Distribution by Loan to Advance

Loan to Advance

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 999 5 1032516 001 0

1000 - 1999 62 12168415 010 003

2000 - 2999 388 103971369 062 026

3000 - 3999 857 283967008 137 07

4000 - 4999 1858 746604196 297 184

5000 - 5999 3584 1921602026 572 474

6000 - 6999 5158 3117389531 824 77

7000 - 7999 7704 4865502119 1230 1201

8000 - 8999 13941 9355683932 2226 231

9000 - 9999 17099 11607874440 2730 2866

10000 - 10999 11973 8484248551 1912 2095

Total 62629 40500044103 10000 100

Minimum Loan to Advance () 638

Maximum Loan to Advance () 10000

116

Weighted Average Loan to Advance () 8567

4 Breakdown by Original LTV

Original LTV

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 999 5 974553 001 0

1000 - 1999 63 11468183 010 003

2000 - 2999 376 103090674 060 025

3000 - 3999 910 290125693 145 072

4000 - 4999 1827 710882386 292 176

5000 - 5999 3064 1490861942 489 368

6000 - 6999 4875 2730961925 778 674

7000 - 7999 7642 4754825621 1220 1174

8000 - 8999 11488 7865434097 1834 1942

9000 - 9999 14022 9874180007 2239 2438

10000 - 10999 15835 11175330921 2528 2759

11000 - 11999 2296 1361659476 367 336

12000 - 12999 226 130248625 036 032

Total 62629 40500044103 10000 100

Minimum Original LTV () 742

Maximum Original LTV () 12500

Weighted Average Original LTV () 8888

5 Product Description

Product Description

Number

of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

Percentage

of

Contracts

Percentage

of

Aggregate

Outstanding

Principal

Balance

PCP

Residual

Value

HP

Balloon

Balance

HP Plus 3760 3151040791 600 778 0 0

Hire Purchase 53987 31773368263 8620 7845 0 0

Hire Purchase with Balloon 139 169145064 022 042 0 86921481

PCP Product 4743 5406489985 757 1335 2728583910 0

117

Total 62629 40500044103 10000 100 2728583910 86921481

6 Distribution by Client Type

Person CompanyNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Company 2103 1645798157 336 406

Individual 60526 38854245946 9664 9594

Total 62629 40500044103 10000 100

7 Breakdown by NewUsed

New UsedNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

New 3538 2411648402 565 595

Used 59091 38088395701 9435 9405

Total 62629 40500044103 10000 100

8 Distribution by Payment Method

Payment MethodNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Direct Debit 62615 40492044194 9998 9998

Other 14 7999909 002 002

Total 62629 40500044103 10000 100

9 Breakdown by Stratification of Cars and LCVs

Stratification of

Cars and LCVs

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Car 5106500 34570276897 8154 8536

Motorcycle 524300 1542952010 837 381

Light Commercial 632100 4386815196 1009 1083

118

Vehicle

Total 6262900 40500044103 10000 10000

10 Breakdown by Original Term

Original Term

Range ( months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

1200 - 2399 18800 43176904 030 011

2400 - 3599 271000 713008269 433 176

3600 - 4799 1271700 5291720864 2031 1307

4800 - 5999 1965900 13482020563 3139 3329

6000 - 7199 2735500 20970117503 4368 5178

Total 6262900 40500044103 10000 100

Minimum Original Term (months) 1200

Maximum Original Term (months) 6000

Weighted Average Original Term (months) 5250

11 Breakdown by Seasoning

Seasoning Range (

months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

2 3500 31896134 006 008

3 389400 3193572721 622 789

4 406900 3251918911 650 803

5 451200 3559018632 720 879

6 397500 3080138161 635 761

7 342800 2620312758 547 647

8 279800 2103407519 447 519

9 257900 1991125969 412 492

10 195800 1486752357 313 367

11 119800 901492106 191 223

12 154900 1041064595 247 257

119

Seasoning Range (

months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

13 130500 886303669 208 219

14 119400 808314574 191 2

15 127800 798769198 204 197

16 152200 931374141 243 23

17 243200 1401632149 388 346

18 399500 2189130486 638 541

19 472900 2551982043 755 63

20 406800 2079918574 650 514

21 245700 1343313876 392 332

22 254800 1288770069 407 318

23 296000 1482448433 473 366

24 165500 809958252 264 2

gt24 2491 667428776 398 165

Total 6262900 40500044103 10000 100

Minimum Seasoning (Months) 200

Maximum Seasoning (Months) 5600

Weighted Average Seasoning (Months) 1194

12 Breakdown by Remaining Term

Remaining Term

Range ( Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 1199 277400 361676644 443 089

1200 - 2399 818300 2670197232 1307 659

2400 - 3599 1531500 8188350401 2445 2022

3600 - 4799 2394500 18120583211 3823 4474

4800 - 5999 1241200 11159236615 1982 2755

Total 6262900 40500044103 10000 100

Minimum Remaining Term (Months) 400

120

Maximum Remaining Term (Months) 5800

Weighted Average Remaining Term (Months) 4042

13 Breakdown by Effective Rate

Effective Rate

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

5000 - 5999 21100 276737985 034 068

6000 - 6999 68800 842207386 110 208

7000 - 7999 193600 2130822745 309 526

8000 - 8999 351900 3523897587 562 87

9000 - 9999 521900 4606583944 833 1137

10000 - 10999 589300 4909409979 941 1212

11000 - 11999 600300 4385340697 959 1083

12000 - 12999 591400 4173230078 944 103

13000 - 13999 579400 3544183403 925 875

14000 - 14999 470600 2796699576 751 691

15000 - 15999 428100 2375478789 684 587

16000 - 16999 363400 1931710511 580 477

17000 - 17999 300500 1400407127 480 346

18000 - 18999 202400 871653717 323 215

19000 - 19999 204500 1020464239 327 252

20000 - 29999 489900 1395106917 782 344

30000 - 39999 95800 150218606 153 037

40000 - 49999 38400 43284827 061 011

50000 - 149999 118800 103572338 190 026

150000 gt= 32800 19033652 052 005

Total 6262900 40500044103 10000 100

Minimum Effective Rate () 500

Weighted Average Effective Rate () 1285

121

14 PCP - Breakdown by PCP Residual Value as of Current Balance

PCP Residual Value

as of os Principal

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0000 - 9999 0 0 0 0

10000 - 19999 0 0 0 0

20000 - 29999 4900 52672657 103 097

30000 - 39999 79100 838191598 1668 155

40000 - 49999 190800 2146248954 4023 397

50000 - 59999 120200 1422064576 2534 263

60000 - 69999 48100 564315331 1014 1044

70000 - 79999 18600 221618682 392 41

80000 - 89999 8200 102627865 173 19

90000 gt= 4400 58750322 093 109

Total 474300 5406489985 10000 100

Minimum PCP Residual Value as of os Principal () 2299

Weight Average PCP Residual Value as of os Principal () 5047

15 PCP - Breakdown by PCP Residual Value as of Original Balance

PCP Residual Value

as of Original

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0000 - 9999 0 0 0 0

10000 - 19999 0 0 0 0

20000 - 29999 14800 155909124 312 288

30000 - 39999 150900 1610381625 3182 2979

40000 - 49999 190000 2196585009 4006 4063

50000 - 59999 79500 956769019 1676 177

60000 - 69999 23000 271521562 485 502

70000 - 79999 9800 127598900 207 236

80000 - 89999 4300 61458963 091 114

122

PCP Residual Value

as of Original

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

90000 gt= 2000 26265783 042 049

Total 474300 5406489985 10000 100

Minimum PCP Residual Value as a of Original Balance () 2125

Weighted Average PCP Residual Value as a of Original Balance () 4564

16 Capital Financed

Capital Financed

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 180100 215126416 288 053

250000 - 269999 62600 99182541 100 024

270000 - 499999 1175200 3179238915 1876 785

500000 - 749999 1725700 7920678657 2755 1956

750000 - 999999 1336000 8937678200 2133 2207

1000000 - 1249999 822900 7151891348 1314 1766

1250000 - 1499999 451600 4901266190 721 121

1500000 - 1749999 233300 2973572819 373 734

1750000 - 1999999 104400 1547458465 167 382

2000000 - 2249999 64900 1089218706 104 269

2250000 - 2499999 35600 696592304 057 172

2500000 - 2999999 40500 894137034 065 221

3000000 - 3499999 17200 450951103 027 111

3500000 - 3999999 6500 207576329 010 051

4000000 - 4499999 3300 115653377 005 029

4500000 - 4999999 3000 115035874 005 028

5000000 - 7499999 100 4785825 000 001

Total 6262900 40500044103 10000 100

Minimum Capital Financed pound100000

Maximum Capital Financed pound5000000

123

Weighted Average Capital Financed pound1139041

17 Breakdown by Deposit

Deposit Range (pound)Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0 - 2499 4642000 28329354690 7412 6995

2500 - 2699 149200 975110041 238 241

2700 - 4999 792200 5406775540 1265 1335

5000 - 7499 390800 2932659937 624 724

7500 - 9999 132300 1063195483 211 263

10000 - 12499 79800 808563370 127 2

12500 - 14999 27600 280602865 044 069

15000 - 17499 17700 230090981 028 057

17500 - 19999 10100 125786084 016 031

20000 - 22499 8300 127180619 013 031

22500 - 24999 3200 40910532 005 01

25000 - 29999 4600 77530036 007 019

30000 - 34999 2500 53787512 004 013

35000 - 39999 900 16474534 001 004

40000 - 44999 800 14927941 001 004

45000 - 49999 200 1473062 000 0

50000 - 74999 500 12551387 001 003

75000 gt= 200 3069489 000 001

Total 6262900 40500044103 10000 100

Minimum Deposit (pound) 000

Maximum Deposit (pound) 11500000

Weighted Average Deposit (pound) 236806

124

18 Breakdown by Region

RegionNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

East Midlands 489500 3154886128 782 779

East of England 652100 4305874444 1041 1063

London 620700 4443732861 991 1097

North East 437200 2847555568 698 703

North West 842700 5359355907 1346 1323

Scotland 265300 1891360556 424 467

South East 659000 4208736241 1052 1039

South West 550700 3389439285 879 837

Wales 538000 3227442200 859 797

West Midlands 521400 3193246038 833 788

Yorkshire amp

Humberside686300 4478414875 1096 1106

Total 6262900 40500044103 10000 100

19 Breakdown by Make

Make

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Audi 561600 4964659344 897 1226

Ford 800500 4892734220 1278 1208

Vauxhall 850800 4835961795 1358 1194

Volkswagen 608600 3883916387 972 959

BMW 421700 3552077944 673 877

Mercedes-Benz 256900 2453345068 410 606

Nissan 258600 1860566355 413 459

Land Rover 140800 1822564540 225 45

Peugeot 271500 1442548700 434 356

Citroen 241100 1357752919 385 335

Renault 183200 960501601 293 237

125

Make

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Seat 147500 831966847 236 205

Kia 100900 687262138 161 17

Honda 189600 672866483 303 166

Fiat 125600 610426267 201 151

Toyota 96400 525348621 154 13

Mini 96200 521920322 154 129

Hyundai 78500 470484247 125 116

Suzuki 114000 381303440 182 094

Skoda 65900 350598410 105 087

Volvo 50800 349778356 081 086

Jaguar 35800 326364633 057 081

Mitsubishi 39500 281153964 063 069

Porsche 15400 264548704 025 065

Mazda 49600 250632039 079 062

Yamaha 79300 218297850 127 054

Kawasaki 56500 188700886 090 047

Triumph 43900 157061075 070 039

Lexus 17200 126360365 027 031

Alfa Romeo 21000 123109375 034 03

Other 244000 1135231208 390 28

Total 6262900 40500044103 10000 100

20 Breakdown by Age of Car

Age of Car Range

(Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

lt= 1199 195900 1783720048 313 44

1200 - 2399 413500 3601281551 660 889

2400 - 3599 520800 4301796877 832 1062

126

Age of Car Range

(Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

3600 - 4799 795800 6470289314 1271 1598

4800 - 5999 994700 7176162640 1588 1772

6000 - 7199 965200 6080302500 1541 1501

7200 - 8399 674900 3857936102 1078 953

8400 - 9599 531300 2648701008 848 654

9600 - 10799 474300 2081372712 757 514

10800 - 11999 377400 1468494190 603 363

12000 - 13199 225400 760385984 360 188

13200 - 14399 65400 204729919 104 051

14400 - 23999 28300 64871258 045 016

Total 6262900 40500044103 10000 100

Minimum Age of Car (Months) 200

Maximum Age of Car (Months) 21100

Weighted Average Age of Car (Months) 5655

21 Breakdown by CCA Regulated

CCA RegulatedNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

N 204100 1594004405 326 394

Y 6058800 38906039698 9674 9606

Total 6262900 40500044103 10000 100

22 Breakdown by Dealer Grade

Dealer GradeNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Blank 19200 90374634 031 022

A 4714400 31433182282 7528 7761

127


Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

B 1427800 8555606034 2280 2112

C 65500 308453167 105 076

D 22200 88270939 035 022

U 13800 24157047 022 006

Total 6262900 40500044103 10000 100

23 Breakdown by Top 20 Dealers

DealerNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Car Giant 260000 1899183460 415 469

Zuto Limited 221800 1096966092 354 271

Arnold Clark

Automobiles Ltd145900 894532558 233 221

Evolution Funding

Limited132700 837250390 212 207

CarFinance247 127700 786650000 204 194

Evolution Funding

Ltd DEAL SAVER74800 694408277 119 171

Kennah Motor Credit

Limited74800 451515101 119 111

Mann Island Finance

Limited61100 450425701 098 111

The Trade Centre

Wales Limited

(Neath)

82700 446912577 132 11

Hilton Garage Ltd 67000 437066920 107 108

Big Motoring World

(West Malling)37600 363099878 060 09

DSG Financial

Services Limited41100 335388800 066 083

V12 Sports And

Classics Ltd52300 325778063 084 08

128

DealerNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Ron Skinner amp Sons

Ltd49900 275718555 080 068

Vans Direct Ltd 28100 250251802 045 062

Meridian Finance

Partners Ltd25300 237685808 040 059

Rix Motor Company

Limited23900 215198472 038 053

Sascron Limited 23800 213676543 038 053

Hammond Road

Garage Limited25400 208543474 041 051

European Vehicle

Contracts Ltd31000 203330620 049 05

Other 4676000 29876461012 7466 7377

Total 6262900 40500044103 10000 100

24 Fuel Type

Fuel TypeNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

No Data 42000 259795212 067 064

Alternative Energy 6200 75840993 010 019

Diesel 3584700 26912109336 5724 6645

Petrol 2630000 13252298562 4199 3272

Total 6262900 40500044103 10000 100

25 PCP Product - Quarter Of Maturity Distribution

QuarterNumber of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

of

Contracts

Percentage of

Aggregate

Outstanding

Principal

Balance

PCP Residual

Value Balance of Total

2017 Q2 1600 18222155 034 034 16848750 062

2017 Q3 1600 15320973 034 028 13483375 049

129

QuarterNumber of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

of

Contracts

Percentage of

Aggregate

Outstanding

Principal

Balance

PCP Residual


2017 Q4 2800 30536474 059 056 24220750 089

2018 Q1 2500 26863252 053 05 21104352 077

2018 Q2 10400 104888489 219 194 77382875 284

2018 Q3 9900 101950871 209 189 66258437 243

2018 Q4 11800 125231195 249 232 76519931 280

2019 Q1 19100 211000084 403 39 125891977 461

2019 Q2 32300 355773098 681 658 212086912 777

2019 Q3 35900 413910895 757 766 230482565 845

2019 Q4 19300 228397640 407 422 112710831 413

2020 Q1 75600 826692344 1594 1529 394637451 1446

2020 Q2 112600 1309638133 2374 2422 619408070 2270

2020 Q3 137800 1625611942 2905 3007 732328878 2684

2020 Q4 1100 12452440 023 023 5218756 019

Total 474300 5406489985 10000 100 2728583910 10000

Total PCP Residual Value Balance 2728583910

Total PCP Residual Value Balance Percentage of Aggregate Outstanding Principal Balance 674

26 PCP Product Final Payment Amount

Final Payment

Amount

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 28700 156543411 605 29

250000 - 499999 235900 1962243091 4974 3629

500000 - 749999 120700 1466927889 2545 2713

750000 - 999999 41800 663543863 881 1227

1000000 - 1499999 31800 697067660 670 1289

1500000 - 1999999 10600 295147236 223 546

2000000 - 2499999 3500 115069963 074 213

130

2500000 - 2999999 900 34772453 019 064

3000000 - 4999999 400 15174419 008 028

Total 474300 5406489985 10000 100

Minimum Final Payment pound94000

Maximum Final Payment pound4281750

Average Final Payment pound575287

27 Breakdown by NewUsed (PCP Contracts)

NewUsedNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

New 35300 398329427 744 737

Used 439000 5008160558 9256 9263

Total 474300 5406489985 10000 100

131

THE RETAINED INTEREST POOL

FRB London has randomly selected the Receivables to be retained (to constitute the Retained Interest on the Closing Date) in

order to enable the Noteholders to meet their obligations under Articles 404 - 410 of the CRR (pursuant to Article 405(1)(c))

Section 5 of the AIFMR and Article 254 of Solvency II Regulation using the following methodology

As at the Initial Cut-Off Date the Financing Contracts were reviewed to exclude any Receivables that failed to meet the

Eligibility Criteria or have been repaid

Financing Contracts representing 5 of the pool were then randomly selected in an externally sourced computer

programme

This resulted in the selection of 3648 Financing Contracts that will be retained on balance sheet by the Seller

These Financing Contracts will be identified on the Sellers internal systems and records to ensure that they are not

selected for any subsequent securitisations nor benefit from any form of hedging or credit mitigation

FRB London has undertaken to randomly select the Receivables to be retained (to form part of the Retained Interest) on each

Additional Cut-off Date following the same methodology For the avoidance of doubt after randomly retaining the relevant

Receivables on any Additional Purchase Date the total Retained Interest of FRB London shall be at least 5 of the Aggregate

Principal Balance of all the Purchased Receivables in the Portfolio on the relevant Additional Cut-off Date (including previously

purchased Receivables)

132

HISTORICAL PERFORMANCE DATA

FRB London has extracted data on the historical performance of its entire motor vehicle receivables portfolio for the HP Contracts HP+ Contracts and PCP Contracts The tables

below show historical data on net losses for the relevant period as set out in each table Prospective investors should be aware that historical performance is not a reliable indicator of

future results

Static Cumulative Default Rates - All Vehicles (Default AmountAmount Originated in Each Quarter)

Source MotoNovo Finance

HP TOTAL section

Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total value

of assets

defaulting

per quarter

(GBP)

Quarters after Origination

Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 Q25

2010 Q473763782 006 032 059 084 101 127 165 182 210 231 249 262 275 281 285 289 291 293 294 294 294 294 294

2011 Q196526412 010 033 060 093 117 138 160 190 224 248 272 288 303 313 320 325 327 329 329 330 331 331

2011 Q295428100 014 034 072 103 126 153 177 204 232 259 285 302 320 327 331 337 341 342 343 343 344

2011 Q397694977 008 032 051 069 107 140 178 197 228 262 283 294 308 314 319 326 330 332 333 333

2011 Q483018418 009 042 066 103 138 164 184 205 223 240 250 262 270 280 285 288 292 293 293

2012 Q1117084611 009 034 058 091 124 144 162 180 205 220 239 253 264 268 269 272 274 274

2012 Q2120797759 016 038 065 089 112 129 156 177 192 208 227 239 249 255 261 263 266

2012 Q3117285650 005 030 062 086 114 134 158 168 191 210 234 244 255 259 265 267

2012 Q4105159118 015 041 075 097 123 151 178 197 218 241 255 267 276 284 286

2013 Q1119562146 011 032 054 074 097 113 134 161 179 201 225 237 252 258

2013 Q2138414099 013 036 061 084 103 130 159 185 209 228 250 267 274

133

HP TOTAL section

Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total value

of assets

defaulting

per quarter

(GBP)



2013 Q3147418158 013 040 067 083 105 129 153 179 201 220 246 257

2013 Q4145362398 009 036 052 083 110 144 176 199 222 248 270

2014 Q1219413237 012 041 080 117 147 180 213 240 269 290

2014 Q2243685485 011 047 094 132 172 205 230 260 279

2014 Q3247085179 012 056 096 143 177 213 246 267

2014 Q4206983400 008 054 090 124 168 203 227

2015 Q1271728458 011 050 083 120 161 182

2015 Q2273355498 013 056 096 134 156

2015 Q3290320008 011 053 091 114

2015 Q4261699649 014 074 108

2016 Q1339928569 013 044

2016 Q2333180664 004

134

135

PCP Motor TOTAL section

Quarter of

Origination

Original Principal

Amount of Loans

Originated in each

Quarter (GBP)

Total value of

assets

defaulting

per quarter

(GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q13387867 000 005 005 037 037 037 037 037 037 040

2014 Q27008803 000 000 000 008 053 053 053 053 066

2014 Q39007366 000 033 033 043 067 078 078 078

2014 Q49215504 000 000 012 012 018 018 047

2015 Q112052870 000 000 045 055 069 087

2015 Q215408362 008 026 056 071 077

2015 Q316366689 024 024 031 041

2015 Q434162703 000 006 019

2016 Q164795887 008 014

2016 Q280341173 002

136

137

Static Cumulative Default Rates - Used Vehicles (Default AmountAmount Originated in Each Quarter)

(Source MotoNovo Finance

HP Motor USED section

Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2010 Q459852054 007 030 051 074 093 119 161 177 207 223 241 252 265 272 277 280 282 284 284 285 285 285 285

2011 Q179863843 010 035 059 092 118 137 159 190 226 251 276 291 308 319 326 330 333 334 334 335 336 336

2011 Q281710215 016 038 074 109 129 158 181 209 238 265 290 309 327 333 337 343 346 348 349 349 350

2011 Q383230231 009 034 054 070 109 139 178 198 225 262 285 297 312 319 325 333 336 338 339 339

2011 Q469753628 010 042 066 105 139 163 184 205 224 237 246 259 267 276 283 285 288 290 290

2012 Q198601216 009 033 053 092 126 145 165 182 208 222 242 257 268 272 274 278 279 279

2012 Q2104953341 016 039 065 091 114 130 159 178 191 207 226 240 249 255 261 263 265

2012 Q3102397003 006 028 061 083 110 131 155 164 189 209 233 243 253 258 265 267

2012 Q491443207 016 045 080 104 130 157 184 201 222 244 259 271 280 288 291

2013 Q1104329259 011 034 056 079 105 122 144 172 191 212 239 251 266 273

2013 Q2118406202 015 038 063 087 108 135 164 191 215 237 259 278 286

2013 Q3126053108 015 041 070 086 109 132 159 184 208 226 253 265

2013 Q4122362605 010 037 053 083 112 148 183 206 229 255 275

2014 Q1182943218 013 042 081 121 151 182 213 241 272 293

138


Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2014 Q2205044827 011 049 097 132 173 206 231 262 281

2014 Q3205307354 012 057 098 147 181 219 254 275

2014 Q4168037718 010 059 095 129 172 206 232

2015 Q1223214181 010 047 084 116 159 181

2015 Q2224321718 014 060 104 143 167

2015 Q3234869239 012 053 093 113

2015 Q4213239293 016 081 116

2016 Q1281280216 015 047

2016 Q2271528599 005

139

140

PCP Motor USED section

Quarter of

Origination

Original Principal

Amount of Loans

Originated in each

Quarter (GBP)

Total value

of assets

defaulting

per quarter

(GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q13093790 000 006 006 040 040 040 040 040 040 044

2014 Q26519878 000 000 000 000 048 048 048 048 062

2014 Q37912450 000 038 038 049 076 089 089 089

2014 Q48312525 000 000 013 013 013 013 044

2015 Q110715309 000 000 051 062 068 068

2015 Q213801107 009 029 047 063 070

2015 Q314258915 027 027 036 047

2015 Q431151223 000 007 021

2016 Q157432156 009 015

2016 Q271352318 002

141

142

Static Cumulative Default Rates - New Vehicles (Default AmountAmount Originated in Each Quarter)


HP Motor NEW section

Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2010 Q43824531 000 077 130 175 175 175 175 180 193 245 285 316 330 330 330 338 341 341 341 341 341 341 341

2011 Q14721228 002 002 089 144 144 151 181 223 250 261 270 297 309 321 321 339 339 339 339 339 339 339

2011 Q23735886 000 000 039 039 092 092 105 105 106 228 252 288 332 355 355 376 394 394 394 395 396

2011 Q33726451 000 000 000 011 011 076 076 101 188 188 203 203 204 204 204 204 215 221 221 221

2011 Q43537635 000 053 061 090 117 158 158 158 193 222 266 285 285 285 285 285 297 297 297

2012 Q16064506 000 033 058 058 079 079 091 091 104 138 138 166 178 178 178 178 186 186

2012 Q25062892 028 045 045 071 078 078 085 104 104 148 148 148 167 186 186 186 198

2012 Q33580159 000 000 000 116 116 116 130 130 130 159 197 197 213 228 228 228

2012 Q42618317 000 000 013 030 078 078 078 180 180 202 233 263 263 271 271

2013 Q12919946 000 000 000 000 000 000 000 000 000 026 030 030 080 081

2013 Q24212036 000 009 009 020 020 029 045 052 073 073 109 112 112

2013 Q34358797 000 009 018 018 018 066 075 113 118 239 282 282

2013 Q43835411 000 035 075 075 075 087 087 109 147 214 269

2014 Q16476714 000 017 090 090 134 146 251 300 315 371

143


Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2014 Q26006343 016 016 029 131 170 183 197 217 253

2014 Q35658631 041 087 114 169 169 191 209 209

2014 Q44594359 000 045 108 108 206 260 277

2015 Q15770810 013 024 037 126 140 140

2015 Q23573451 000 012 012 028 055

2015 Q37101809 015 116 116 174

2015 Q44692830 000 000 067

2016 Q15011181 000 000

2016 Q24396490 000

144

145

PCP Motor NEW section

Quarter of

Origination

Original

Principal Amount

of Loans

Originated in

each Quarter

(GBP)

Total value of

assets

defaulting per

quarter (GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q1294077 000 000 000 000 000 000 000 000 000 000

2014 Q2488925 000 000 000 118 118 118 118 118 118

2014 Q31094916 000 000 000 000 000 000 000 000

2014 Q4902979 000 000 000 000 070 070 070

2015 Q11337561 000 000 000 000 073 240

2015 Q21607255 000 000 136 136 136

2015 Q32107774 000 000 000 000

2015 Q43011480 000 000 000

2016 Q17363731 000 012

2016 Q28988856 000

146

147

Dynamic Delinquencies (Total Value of Assets in Each Delinquency Status)


Total Assets Delinquency Status Delinquency Rate

Date

Outstanding

Principal

Amount (GBP)

Current

(GBP)

pound20+ - 100

Instalments

(GBP)

101 - 200

Instalments

(GBP)

201 - 300

Instalments

(GBP)

Over 3

Instalments

(GBP)

Frozen

(GBP)

pound20+ - 100

Instalments

(age)

101 - 200

Instalments

(age)

201 - 300

Instalments

(age)

Over 3

Instalments

(age)

Frozen

(age)

2005 Q1175788760 161607615 9502466 1957145 330398 182489 2207415 541 111 019 010 126

2005 Q2186995043 170719648 11016677 2333410 290573 213160 2408765 589 125 016 011 129

2005 Q3193470174 176210694 11684221 1880288 373008 156108 3178072 604 097 019 008 164

2005 Q4193216565 160975100 25286684 3141689 511279 186338 3119924 1309 163 026 010 161

2006 Q1195814568 179557117 10938648 2010277 223791 154295 2930440 559 103 011 008 150

2006 Q2199348930 182383346 11388337 1984084 267531 160368 3171855 571 100 013 008 159

2006 Q3197782850 173297338 18321184 2633496 209314 218858 3100656 926 133 011 011 157

2006 Q4194803784 168136944 19367270 2870654 446876 251975 3728399 994 147 023 013 191

2007 Q1197425250 169477486 17724125 3278979 657988 651719 5644057 898 166 033 033 286

2007 Q2196688882 167798544 20372499 3499089 784034 872145 3360158 1036 178 040 044 171

2007 Q3200150421 168262650 23229062 3719085 976539 797443 3177054 1161 186 049 040 159

2007 Q4202625001 183586066 11179182 2930562 796352 672276 3471511 552 145 039 033 171

2008 Q1213938152 194854537 10948070 2840629 663158 514833 4124788 512 133 031 024 193

2008 Q2228587545 207842773 11570918 3124788 706641 550051 4808277 506 137 031 024 210

2008 Q3234673981 215662986 11314304 2817630 515320 524792 3835546 482 120 022 022 163

2008 Q4240816285 220327384 11828532 3389002 897442 595251 3761245 491 141 037 025 156

2009 Q1251032832 231523152 9828441 3474348 652146 716885 4840083 392 138 026 029 193

2009 Q2269890719 251724702 8581800 3584345 723744 666821 4630556 318 133 027 025 172

2009 Q3297813863 280247564 8337662 3676239 744456 566363 4265458 280 123 025 019 143

2009 Q4318959894 301557758 8356547 3845329 842598 517148 3838591 262 121 026 016 120

2010 Q1350574072 334271386 7206533 3395286 759047 382351 4571021 206 097 022 011 130

2010 Q2376912178 361592407 7546012 2804183 624302 349780 3999041 200 074 017 009 106

2010 Q3415918958 400185063 7865774 3054072 570898 304385 3946234 189 073 014 007 095

2010 Q4442267452 424678376 9156977 3525281 620088 309406 3982100 207 080 014 007 090

2011 Q1484209652 467053580 8852926 3064631 592732 286008 4368583 183 063 012 006 090

2011 Q2522644211 505123179 9115530 3390205 559599 298814 4170897 174 065 011 006 080

2011 Q3558258854 539932384 9632280 3589656 709409 256745 4149262 173 064 013 005 074

148


Date

Outstanding

Principal

Amount (GBP)

Current

(GBP)

pound20+ - 100

Instalments

(GBP)

101 - 200

Instalments

(GBP)

201 - 300

Instalments

(GBP)

Over 3

Instalments

(GBP)

Frozen

(GBP)

pound20+ - 100

Instalments

(age)

101 - 200

Instalments

(age)

201 - 300

Instalments

(age)

Over 3

Instalments

(age)

Frozen

(age)

2011 Q4572683477 551957717 11094148 3970302 664746 361706 4645096 194 069 012 006 081

2012 Q1618007647 599675819 9875257 3108003 624867 352420 4383371 160 050 010 006 071

2012 Q2662804300 644555750 9715131 3116674 573087 346276 4497382 147 047 009 005 068

2012 Q3702157623 682524678 10430686 3387059 565677 341631 4906994 149 048 008 005 070

2012 Q4724870068 702464169 12809281 3933585 771043 332885 4567961 177 054 011 005 063

2013 Q1754526009 729014124 15150603 4419686 806976 419948 4712842 201 059 011 006 062

2013 Q2796535458 772386441 14865889 3669675 635852 440270 4546496 187 046 008 006 057

2013 Q3844133164 817626971 16075556 3959862 810427 407653 5252695 190 047 010 005 062

2013 Q4887451121 856888701 18500319 5178450 1008195 595741 5282780 208 058 011 007 060

2014 Q1997634695 967324822 18208865 4708641 1123758 607460 5660726 183 047 011 006 057

2014 Q21128386241 1094083818 20791168 5360896 1063288 776431 6327218 184 048 009 007 056

2014 Q31251714523 1210420988 25667244 6212592 1317153 743518 7347752 205 050 011 006 059

2014 Q41345719401 1297307386 29327111 7878594 1628718 977746 8598808 218 059 012 007 064

2015 Q11493210809 1444528213 28821519 7275175 1530547 910289 10170612 193 049 010 006 068

2015 Q21633007770 1575282945 34813676 8611794 1556352 1129883 11635528 213 053 010 007 071

2015 Q31769162880 1708224382 36064896 9245007 1982110 1235153 12423778 204 052 011 007 070

2015 Q41887340385 1818467340 41129352 11159373 2428799 1498937 12659158 218 059 013 008 067

2016 Q12094243576 2017356565 42778296 12544849 3092803 1686887 16797460 204 060 015 008 080

2016 Q22300798145 2214402878 46961397 14182538 3380756 1912015 19974280 204 062 015 008 087

000

020

040

060

080

100

2011Q4

2012Q1

2012Q2

2012Q3

2012Q4

2013Q1

2013Q2

2013Q3

2013Q4

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

Dynamic Delinquencies

101 - 200 Instalments (age) 201 - 300 Instalments (age)

Over 3 Instalments (age) Frozen (age)

149

Dynamic Recoveries (Dynamic Written-Off Recovery Amounts per Quarter)


Total Assets

Quarter of DefaultTotal principal amount of

loans written off (GBP)Recoveries (GBP)

Recoveries as of

principal amount

2005 Q1 1138901 659520 5791

2005 Q2 1349800 716302 5307

2005 Q3 1050490 548630 5223

2005 Q4 1430177 792476 5541

2006 Q1 1634892 924010 5652

2006 Q2 1727959 895985 5185

2006 Q3 1729206 940282 5438

2006 Q4 1476128 796357 5395

2007 Q1 98790 64100 6489

2007 Q2 1830142 972936 5316

2007 Q3 1516640 786932 5189

2007 Q4 1024086 631680 6168

2008 Q1 1245600 766249 6152

2008 Q2 1244031 779678 6267

2008 Q3 2104137 1181751 5616

2008 Q4 2326613 1255252 5395

2009 Q1 2067229 1154377 5584

2009 Q2 2881847 1902449 6601

2009 Q3 3037320 1836288 6046

2009 Q4 2750191 1914229 6960

2010 Q1 2113341 1502891 7111

2010 Q2 2197065 1578133 7183

2010 Q3 2262382 1427615 6310

2010 Q4 1835415 1116297 6082

2011 Q1 1931753 1268499 6567

2011 Q2 2414895 1526679 6322

2011 Q3 2539757 1547362 6093

150

Total Assets



Recoveries as of

principal amount

2011 Q4 2492597 1512962 6070

2012 Q1 2709195 1774073 6548

2012 Q2 2683227 1688530 6293

2012 Q3 2246821 1209946 5385

2012 Q4 3516253 2283523 6494

2013 Q1 3168295 2142752 6763

2013 Q2 3609557 2272008 6294

2013 Q3 3262466 2153326 6600

2013 Q4 3019303 1972254 6532

2014 Q1 3498505 2317645 6625

2014 Q2 3052270 1927997 6317

2014 Q3 4052499 2616460 6456

2014 Q4 3938849 2470489 6272

2015 Q1 5538947 3467848 6261

2015 Q2 5563206 3382357 6080

2015 Q3 7229400 4422679 6118

2015 Q4 6420866 3859748 6011

2016 Q1 7657078 4584515 5987

2016 Q2 8729697 5078459 5817

151

Dynamic Voluntary Terminations (Dynamic Voluntary Termination Recovery Amounts per Quarter)


Total Assets

Quarter of

Voluntary

Termination

Cases

Total principal amount of

loans voluntary terminated

(GBP)

Recoveries (GBP)Recoveries as of

principal amount

Jan-07 20 80441 46873 5827

Feb-07 13 58088 34833 5997

Mar-07 14 54099 28013 5178

Apr-07 20 93831 59040 6292

May-07 14 59721 37374 6258

Jun-07 9 32919 17758 5394

Jul-07 15 46696 29520 6322

Aug-07 34 167908 87771 5227

Sep-07 29 123705 74504 6023

Oct-07 16 48499 26211 5404

Nov-07 8 45601 31073 6814

Dec-07 13 69433 37530 5405

Jan-08 24 97998 55823 5696

Feb-08 28 100294 57540 5737

152

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Mar-08 8 33792 20184 5973

Apr-08 22 100523 64694 6436

May-08 17 65425 38573 5896

Jun-08 24 85928 43165 5023

Jul-08 25 93639 49200 5254

Aug-08 15 138145 83961 6078

Sep-08 23 103622 57135 5514

Oct-08 16 94906 55797 5879

Nov-08 27 127806 72214 5650

Dec-08 17 99139 50266 5070

Jan-09 17 112223 57093 5087

Feb-09 16 89962 62605 6959

Mar-09 27 114765 77642 6765

Apr-09 27 135372 95100 7025

May-09 25 111562 74195 6651

Jun-09 21 126191 87675 6948

Jul-09 24 137432 91418 6652

Aug-09 22 122384 86075 7033

Sep-09 24 147628 94456 6398

Oct-09 25 162943 107355 6589

Nov-09 25 129864 89708 6908

Dec-09 14 63589 39778 6255

Jan-10 17 79723 53621 6726

Feb-10 24 121156 93838 7745

Mar-10 28 130705 93636 7164

Apr-10 18 89481 64777 7239

May-10 18 70268 40641 5784

Jun-10 9 42039 27702 6590

Jul-10 12 70085 46119 6580

153

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Aug-10 11 45144 32375 7171

Sep-10 9 57440 38400 6685

Oct-10 11 51602 32604 6318

Nov-10 16 78462 60760 7744

Dec-10 10 50865 30385 5974

Jan-11 11 70556 51128 7246

Feb-11 11 38263 27492 7185

Mar-11 16 101829 85675 8414

Apr-11 21 82945 56995 6871

May-11 16 90097 59398 6593

Jun-11 15 72916 46987 6444

Jul-11 6 24429 16072 6579

Aug-11 13 63932 37400 5850

Sep-11 9 35653 25740 7220

Oct-11 23 92033 67840 7371

Nov-11 9 36080 28860 7999

Dec-11 8 47027 37480 7970

Jan-12 18 79090 56069 7089

Feb-12 19 120715 91131 7549

Mar-12 16 71979 54299 7544

Apr-12 7 37390 26954 7209

May-12 14 63665 50947 8002

Jun-12 18 86160 59989 6962

Jul-12 24 99417 67485 6788

Aug-12 35 167952 122842 7314

Sep-12 16 66960 47017 7022

Oct-12 9 57105 40482 7089

Nov-12 34 177710 144180 8113

Dec-12 18 85250 63419 7439

154

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Jan-13 20 133637 103361 7734

Feb-13 19 85497 61769 7225

Mar-13 18 82849 65162 7865

Apr-13 13 77180 56981 7383

May-13 17 71411 48386 6776

Jun-13 19 111717 82544 7389

Jul-13 12 73488 51898 7062

Aug-13 25 115305 84197 7302

Sep-13 14 69748 46636 6686

Oct-13 23 118437 94076 7943

Nov-13 23 131237 89909 6851

Dec-13 14 71431 50856 7120

Jan-14 31 156214 127421 8157

Feb-14 27 138081 98703 7148

Mar-14 33 179555 158747 8841

Apr-14 13 70500 53726 7621

May-14 25 109712 78831 7185

Jun-14 17 84991 71811 8449

Jul-14 11 61364 42570 6937

Aug-14 17 68179 50318 7380

Sep-14 9 46549 33419 7179

Oct-14 25 123877 91034 7349

Nov-14 21 79851 58213 7290

Dec-14 13 64493 41797 6481

Jan-15 27 98626 75740 7680

Feb-15 26 107219 90064 8400

Mar-15 30 117095 90293 7711

Apr-15 27 111198 83824 7538

May-15 14 64312 46462 7225

155

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Jun-15 28 130878 103023 7872

Jul-15 24 117762 84987 7217

Aug-15 26 139828 100872 7214

Sep-15 42 213466 166330 7792

Oct-15 34 153319 114971 7499

Nov-15 40 186460 121187 6499

Dec-15 26 112726 75943 6737

Jan-16 36 160897 113345 7045

Feb-16 66 290630 206294 7098

Mar-16 63 284373 195474 6874

Apr-16 46 197027 119083 6044

May-16 64 333148 218856 6569

Jun-16 92 374591 245698 6559

Jul-16 70 318213 194466 6111

156

Dynamic Prepayments (Dynamic Quarterly Early Settlement)


Total Assets

DateAverage outstanding principal

amountPrepayment

Quarterly Prepayment rate

() 1783

2005 Q1 175788760 11121563 633

2005 Q2 186995043 12650567 677

2005 Q3 193470174 12365742 639

2005 Q4 193216565 11800688 611

2006 Q1 195814568 13801744 705

2006 Q2 199348930 13710502 688

2006 Q3 197782850 14363564 726

2006 Q4 194803784 12121095 622

2007 Q1 197425250 13203554 669

2007 Q2 196688882 13357119 679

2007 Q3 200150421 13145796 657

2007 Q4 202625001 12296334 607

2008 Q1 213938152 12585579 588

2008 Q2 228587545 13000418 569

2008 Q3 234673981 11947129 509

2008 Q4 240816285 9337928 388

2009 Q1 251032832 10396139 414

2009 Q2 269890719 11691532 433

2009 Q3 297813863 12824216 431

2009 Q4 318959894 13266977 416

2010 Q1 350574072 15498459 442

2010 Q2 376912178 16328785 433

2010 Q3 415331904 18161706 437

2010 Q4 448333980 16686712 372

2011 Q1 481734440 20845098 433

2011 Q2 523074445 21025541 402

2011 Q3 562365961 22438992 399

157

Total Assets


amountPrepayment


() 1783

2011 Q4 588699497 21719445 369

2012 Q1 618519219 26797627 433

2012 Q2 670218187 27499504 410

2012 Q3 711197236 27918699 393

2012 Q4 745818464 29410423 394

2013 Q1 770638975 34871790 453

2013 Q2 802527000 37807909 471

2013 Q3 849688000 37504660 441

2013 Q4 897666500 36891629 411

2014 Q1 978667500 45678833 467

2014 Q2 1107768500 47557651 429

2014 Q3 1244050500 50959986 410

2014 Q4 1357490500 52375091 386

2015 Q1 1479215000 62938642 425

2015 Q2 1624249500 65814646 405

2015 Q3 1764759500 72559478 411

2015 Q4 1894422000 71339430 377

2016 Q1 2061015500 85150158 413

2016 Q2 2275309500 92566456 407

158

000

050

100

150

200

250

300

350

400

450

500

0

500

1000

1500

2000

2500

Dynamic Prepayments

Average outstanding principal amount Quarterly Prepayment rate () 1783

159


The estimated weighted average life of the Senior Notes refers to the average amount of time that will elapse (in the case

of the Class A1 Notes and the Class B Notes on an actual365 basis and in the case of the Class A2 Notes on an

actual360 basis) from the date of issuance of a Senior Note to the date of distribution of amounts to the holders of Senior

Notes in reduction of principal of such Senior Note (assuming no losses) to zero The weighted average life of the Senior

Notes will be influenced by amongst other things the rate at which the Purchased Receivables are paid which may be in

the form of scheduled amortisation prepayment or recovery upon default

Calculations of possible average lives of each class of Notes can be made under certain assumptions

Based on the assumptions that

a) the Portfolio is subject to a constant annual rate of Prepayment as set out under CPR (30360)

b) the Notes will be issued on 2 December 2017

c) payments on the Notes will be made on each Payment Date commencing on the Payment Date falling on 20

January 2017

d) there are no Delinquent Receivables or Defaulted Receivables during the life of the transaction and the

Receivables are always paid on the relevant due date

e) the Transaction terminates on exercise of the 10 Clean-Up Call

f) no Amortisation Event has occurred and the Revolving Period is assumed to end on (but include) the Payment

Date falling in June 2017

g) no Voluntary Terminations occur in respect of the Purchased Receivables

h) no Purchased Receivables are repurchased by the Seller

i) during the Revolving Period all principal Collections are used to purchase Additional Purchased Receivables

j) at the end of the Revolving Period the Portfolio has the same characteristics as the Portfolio as of 31 October

2016

k) interest Collections are sufficient to meet all expenses under the Pre-Enforcement Order of Priority on each

Payment Date

l) the Class A Notes equal 8650 of the Provisional Pool and the Class B Notes equal 1030 of the Provisional

Pool and

m) the amortisation profile of the Purchased Receivables assuming a 0 CPR would be as follows

Note profile is of the assets not the Notes and hence does not incorporate the expected 6 month revolving period based on provisional pool as of 31

October 2016

Start Date Outstanding Principal Balance (pound)

Oct-16 405000441

Nov-16 396002018

Dec-16 386923687

Jan-17 377764686

Feb-17 368524245

160

Mar-17 359242814

Apr-17 349958782

May-17 340704077

Jun-17 331435656

Jul-17 322169536

Aug-17 312816904

Sep-17 303395518

Oct-17 293952442

Nov-17 284441902

Dec-17 275066191

Jan-18 265683264

Feb-18 256324472

Mar-18 246974977

Apr-18 237584041

May-18 228359732

Jun-18 219300078

Jul-18 210142202

Aug-18 201051829

Sep-18 191959211

Oct-18 182820113

Nov-18 173747370

Dec-18 164769606

Jan-19 155949819

Feb-19 147025094

Mar-19 138365111

Apr-19 129929252

May-19 121523319

Jun-19 113484192

Jul-19 105757094

Aug-19 98076479

Sep-19 90891072

Oct-19 83755382

161

Nov-19 76764514

Dec-19 69657582

Jan-20 62484267

Feb-20 55061081

Mar-20 48185760

Apr-20 41762260

May-20 35481846

Jun-20 29473101

Jul-20 24193967

Aug-20 18982561

Sep-20 16322904

Oct-20 13829585

Nov-20 11457357

Dec-20 9182807

Jan-21 7070059

Feb-21 5162979

Mar-21 3479482

Apr-21 2081668

May-21 1017966

Jun-21 342360

Jul-21 4394

Aug-21 -

Sep-21 -

162

The estimated average life of the Senior Notes at various assumed rates of Prepayment of the Purchased Receivables would be as follows

Note figures are based on provisional pool as of 31 October 2016

CLASS A1 NOTES CLASS A2 NOTES CLASS B NOTES

CPR Average Life

(in years)

First expected

principal

payment

Expected

maturity

Average Life

(in years)

First expected

principal

payment

Expected

maturity

Average Life

(in years)

First expected

principal

payment

Expected

maturity

00 217 Jul-17 Oct-20 220 Jul-17 Oct-20 408 Oct-20 Jan-21

50 204 Jul-17 Sep-20 207 Jul-17 Sep-20 394 Sep-20 Nov-20

100 193 Jul-17 Jul-20 195 Jul-17 Jul-20 384 Jul-20 Oct-20

150 182 Jul-17 May-20 184 Jul-17 May-20 373 May-20 Sep-20

200 172 Jul-17 Mar-20 174 Jul-17 Mar-20 357 Mar-20 Jul-20

250 163 Jul-17 Jan-20 165 Jul-17 Jan-20 341 Jan-20 May-20

300 154 Jul-17 Dec-19 156 Jul-17 Dec-19 324 Dec-19 Mar-20

The estimated weighted average life of the Senior Notes cannot be predicted as the actual rate at which the Receivables will be repaid and a number of other relevant factors are

unknown

The estimated weighted average life of the Senior Notes is subject to factors largely outside the control of the Issuer and consequently no assurance can be given that the assumptions

and the estimates above will prove in any way to be realistic and they must therefore be viewed with considerable caution

163

ESTIMATED AMORTISATION OF THE SENIOR NOTES

The amortisation scenario is based on the assumptions listed above under ESTIMATED WEIGHTED AVERAGE LIFE

OF THE SENIOR NOTES and assuming a CPR of 20 It should be noted that the actual amortisation of the Senior

Notes may differ substantially from the amortisation scenario indicated below

Expected Turbo Finance 7 cash flows assuming 20 CPR


20 CPR PROFILE

Month Principal

Amount

Outstanding

of the Class

A Notes

Principal

Amount

Outstanding

of the Class

B Notes

Dec-16 10000 10000

Jan-17 10000 10000

Feb-17 10000 10000

Mar-17 10000 10000

Apr-17 10000 10000

May-17 10000 10000

Jun-17 10000 10000

Jul-17 9535 10000

Aug-17 9075 10000

Sep-17 8625 10000

Oct-17 8187 10000

Nov-17 7760 10000

Dec-17 7345 10000

Jan-18 6943 10000

Feb-18 6553 10000

Mar-18 6174 10000

Apr-18 5804 10000

May-18 5443 10000

Jun-18 5093 10000

Jul-18 4752 10000

Aug-18 4424 10000

Sep-18 4105 10000

164

Oct-18 3797 10000

Nov-18 3498 10000

Dec-18 3208 10000

Jan-19 2930 10000

Feb-19 2664 10000

Mar-19 2406 10000

Apr-19 2158 10000

May-19 1919 10000

Jun-19 1686 10000

Jul-19 1462 10000

Aug-19 1246 10000

Sep-19 1041 10000

Oct-19 840 10000

Nov-19 649 10000

Dec-19 469 10000

Jan-20 295 10000

Feb-20 133 10000

Mar-20 000 9835

Apr-20 000 8604

May-20 000 7475

Jun-20 000 6389

Jul-20 000 000

165

THE SELLER AND SERVICER

OVERVIEW

FirstRand Bank Limited (FRB or the Bank) is a wholly owned subsidiary of FirstRand Limited (FirstRand

together with its subsidiaries the Group) The Bank provides a comprehensive range of retail commercial corporate

and investment banking services in South Africa

The Bank has three major operating franchises which are separately branded comprising First National Bank (FNB)

the retail and commercial bank Rand Merchant Bank (RMB) the corporate and investment bank and WesBank the

instalment finance business The activities of these operating franchises are also undertaken outside of the Bank in other

wholly-owned subsidiaries of FirstRand namely FirstRand EMA Holdings Limited (FREMA) and FirstRand

Investment Holdings (Pty) Ltd (FRIHL)

As at 30 June 2016 the Bank had total assets of R1032 billion (equivalent to US$704 billion at a US$R exchange

rate of 1466) compared to R950 billion (equivalent to US$ 783 billion at a US$R exchange rate of 1214) as at

30 June 2015

The FirstRand Limited Group

FirstRand Limited is a bank controlling company for the purposes of the South African Banks Act 1990 Listed on the

Johannesburg Stock Exchange (JSE) and the Namibian Stock Exchange (the NSE) FirstRand is one of the largest

financial institutions in South Africa with a market capitalisation of R25143 billion (equivalent to US$ 175 billion at a

US$R exchange rate of 1466) as at 30 June 2015 It provides banking insurance and investment products and services

to retail commercial corporate and public sector customers FirstRands objective is to be the African financial services

group of choice In addition to South Africa the Group operates in eight key African territories

The Groups overall banking operations include the activities carried out by the Bank domestically through its operating

franchises as well as the banking operations of FNB and RMB in Namibia Botswana Lesotho Swaziland

Mozambique Zambia Tanzania Ghana and Nigeria (the African Subsidiaries) The African Subsidiaries are housed

in FREMA a wholly owned subsidiary of FirstRand and their activities do not therefore form part of the activities and

performance of the Bank In addition certain banking activities including the private equity businesses are also housed

in FRIHL but are not aggregated in the financial results of the Bank

The Bank holds a full banking licence granted by the SARB and is authorised as a financial services provider in South

Africa by the Registrar of Financial Services Providers The Bank is also an authorised dealer in foreign exchange in

terms of the Exchange Control Regulations It is a Central Securities Depositary Participant in STRATE Limited and is a

member of the JSE

166

Group structure

A simplified version of the Groups structure by legal entity is depicted below

167

168

HISTORY

The Bank was incorporated and registered in South Africa on 11 January 1929 under registration number

192900122506 and is a public company with limited liability duly registered under the company laws of South Africa

The Banks headquarters and registered address are located at 4 Merchant Place Corner of Fredman Drive and Rivonia

Road Sandton 2196 South Africa (telephone number +27 11 282-1808 fax number +27 11 282-8088)

Although the Bank was formally incorporated in 1929 the current structure and name resulted from a merger in 1998 of

the financial services interests of RMB Holdings Limited (RMBH) and the Anglo American Corporation This merger

created FirstRand Limited

STRATEGIC OBJECTIVES

As the Bank represents the banking activities of the Group and is the most significant contributor to revenues and profits

(constituting 95 per cent of the Groups total gross revenues (net interest income before impairment of advances non-

interest income and share of profits of associates and joint ventures) as at 30 June 2016) the strategic objectives of both

entities are the same

FirstRands vision is to be the African financial services group of choice creating long-term franchise value and

delivering superior and sustainable economic returns to its shareholders within acceptable levels of volatility This vision

is driven through two clear growth strategies

to become a predominant South African player focusing on both existing markets and those markets where it is

currently under-represented and

to grow its existing African franchise targeting those markets that are expected to produce above average

domestic growth and are strongly positioned to benefit from the trade and investment flows between Africa and

Asia particularly China and India

The collective leadership of FirstRand including the FirstRand Chief Executive Officer (CEO) Deputy CEO Chief

Financial Officer and the franchise CEOs determines the Group strategy and is accountable for the overall performance

of the Group Each franchise then takes ownership of its strategy which is executed within the boundaries of the Groups

vision and shared business philosophy

BUSINESS OF THE BANK

Aligned to the overall strategic framework described above the separate operating franchises execute growth strategies

appropriate to their segments and customer bases Below is a description of the strategies and operations of each

franchise in its domestic markets

FNB

FNB represents the Banks activities in the retail and commercial segments in both South Africa and the broader African

continent FNBs activities outside of South Africa are carried out by FREMA and not the Bank FNB is growing its

franchise in both existing and new markets on the back of innovative products and delivery channels particularly

focusing on electronic and digital platforms

RMB

RMB is the corporate and investment banking arm of the Bank RMBs portfolio spans investment banking global

markets (fixed income currencies commodities and equity trading) and corporate transactional banking activities

RMBs private equity and principal investing businesses are carried out by FRIHL and not by the Bank RMB services

corporate institutional and public sector clients across all industries

WESBANK

WesBank provides instalment credit finance to both retail commercial and corporate market customers of South Africa

and asset-based motor finance through MotoNovo Finance in the UK WesBank provides both asset-based finance and

fleet-management solutions as well as personal loans to the consumer sector

169

The Banks ratings as at 30 June 2016 are shown in the table below

FirstRand Bank Limited operates in the United Kingdom through its London Branch (FRB London) and was registered

with Companies House as an overseas company on 18 June 2008 under reference FC0248417 (branch ndash BR010027)

The establishment of the branch was approved by SARB on 15 August 2008 and authorised by the Financial Services

Authority on 17 September 2008 FirstRand Bank Limited is regulated by the Financial Conduct Authority and the

Prudential Regulation Authority

FirstRand Bank Limited has approved the proposed transaction described in this Prospectus by way of a written

resolution of the board of directors dated 11 November 2016

170


Under the Servicing Agreement the Receivables are to be administered together with all other receivables from HP

Contracts and PCP Contracts of FRB London according to FRB Londons normal business procedures as they exist from

time to time The Obligors will not be notified of the fact that the Receivables from their Financing Contracts have been

assigned to the Issuer except upon the occurrence of a Notification Event The Receivables will be administered by FRB

London under the trade name MotoNovo Finance Prior to 14 February 2012 MotoNovo Finance traded under the name

of Carlyle Finance

The normal business procedures of FRB London currently include the following

Submission of the Financing Contract and Underwriting of the Prospective Obligor

All new business proposals from supporting dealers and accompanying support documentation are submitted to the New

Business Centre either via fax email or electronically by the dealer Proposals are only passed for underwriting with all

the required information Proposals are input onto Carport and queued for underwriting It is a policy to grant credit to

applicants in accordance with the FRB London MotoNovo Finance Credit Risk Policy after first taking all reasonable

steps to ascertain their creditworthiness and apparent ability to service the agreement FRB London MotoNovo Finance

ensure that all business is originated and maintained in a compliant manner

Currently approximately 68 of business is underwritten automatically using an electronic scorecard The electronic

scorecard scrutinises information derived from credit reference agencies as well as customer supplied profile data Dual

credit and customer characteristics are mapped to a demographic scorecard engineered from the proposal details and

using actual payment performance on a robust and suitably mature sample size that had been subject to a retrospective

exercise via Equifax The resulting score provides an assessment with respect to the risk of granting a financing contract

to the respective applicant The scoring process (in particular the weight or the value of the individual scoring criteria and

the scoring result) is treated as strictly confidential The performance of the scoring system is monitored regularly by

WesBank the motor finance division of First Rand Bank Ltd in South Africa with any changes to the scoring system

based on the results of regular statistical analysis

The remaining 32 is subject to manual underwriting by a team of dedicated underwriters Underwriters have a high

level of experience in underwriting with each personally mandated a transaction limit up to which shehe may underwrite

a given loan The underwriter will review the proposal and underwrite in accordance with their mandate recording their

rationale for the decision on the agreement notes If the proposal is outside their mandate the underwriter will record

their recommendation on the agreement notes and pass on to a higher-mandated underwriter

The underwriting decision is communicated to the dealer and the proposal re-routed to the appropriate work queue

Automated decisions are typically relayed to the dealer within 2 to 3 minutes with electronically submitted referred

proposals turned around in 15 minutes and faxed proposals in around 25 minutes Upon acceptance an automatically

generated acceptance letter is immediately sent to the customer and the documents are sent to the dealer The

dealercustomer accepts and signs the agreement which is resubmitted along with supporting documents and captured

electronically By signing the application the customer signifies their acceptance of the finance conditions FRB London

MotoNovo Finance introduced an electronic e-signature solution in July 2013 and circa 57 of deals are signed off this

way

The Obligor pays a contractually specified monthly instalment on a stipulated payment date with the number of

payments corresponding with the number of months covered by the financing period The Obligor may opt for a pause

month which provides a one month payment holiday at the inception of the agreement The Obligor may also opt for a

larger final instalment due at the end of the Financing Contract term subject to acceptance by a sufficiently mandated

underwriter The standard payment method is direct debit with the customer choice of debit date with the standard being

the agreement live date In exceptional circumstances customers may switch to other forms of payments such as cash

cheque debit card internet transfer etc although this is actively discouraged

While the Receivable is performing there is minimal customer interaction with the exception of changes to banking

details contact details address etc Annual automated statements are provided to clients as required by the CCA

171

Residual value risk (PCP Contracts)



Book Any customers taking advantage of the right to return the vehicle will be charged for any excess mileage above the

contracted rate and any excessive wear and tear

FRB London MotoNovo Finance monitor the residual value exposure of each vehicle in respect of PCP Contracts on a

regular basis

Collections

Collections are handled by a dedicated collections team based in Cardiff supported by outsourced arrangements with

Bluestone Credit Management (BCM) Credit Style Anglia UK and DWF The Collections team focus on those

accounts 1 to 4 payments in arrears with the later stages of delinquency handled by BCM Credit Style or DWF

MotoNovo Finance has implemented a traffic light system in order to highlight and manage the arrears process

efficiently with a pound70 minimum arrears amount before referring an agreement to the Green team

Green Team

FRB London MotoNovo Finance receives direct debits on the specified due date and by way of direct contact with the

Obligors bank In cases where a payment is missed or the Obligors bank does not render payment of the direct debit

amount a text message is sent automatically to the Obligor informing them of the missed payment Normally 7 days after

the due date of payment first reminder letters are sent In addition to issuing written reminder notices to such Obligors

collection operations are also executed via a telephone dialler campaign with Arvato Financial Solutions a leading UK

debt collection agency specialising in the motor finance industry

If the account remains delinquent for 8 days the case is handed to the Collections Green Team for manual dialling with

calls placed at a minimum weekly and at a maximum daily In the event that payment continues to remain outstanding an

escalation letter and a Notice of Default is generally issued to the Obligor as at the 24th day

Amber Team

After 31 days the second payment becomes due Where the second payment is potentially missed the Collections team

intensifies telephone contact and sends final letters After an account is 42 days past due the agreement is automatically

terminated If the matter remains unresolved then a decision is made on how the case should be progressed Typically if

under a third of the finance has been repaid it is passed to field agents to collect the full arrears or recover the vehicle If

however over a third of the finance has been repaid the agreement is passed to BCM Credit Style Anglia UK or DWF

for activity specified below

Intensive telephone activity

If no contact is made an unscheduled visit is initiated the average turnaround for completed visits is of less than

45 days from date of instruction)

If resolved in field positive outcomes are either

full settlement

full arrears

voluntary surrender negotiated or

payment arrangement negotiated

If no successful resolution forthcoming the case is either

progressed for legal action to recover the vehicle (it usually takes approximately 90 calendar days to obtain

a court order) or

deemed as uneconomical to pursue for legal action where CAP Average is less than pound1500

172

Red Team

The Red Team is responsible for cases which have been passed to third party agents managing those relationships and

ensuring that updates on each case are received on a regular basis If an agent returns a case as a negative or if it is

deemed that their response is not within acceptable service standards then they will cancel the first agent and instruct a

second phase agent They will also work by telephone and letter on those cases which are 6090120 days past due and

the balances are too small to consider field or legal action are responsible for insurance claims (motor insurance

payment protection and GAP claims) and for managing the collection and sale of our repossessions and voluntary

repossessions

Recovery Procedure

A combination of recovery agents are utilised to ensure that geographically national coverage is achieved throughout the

UK mainland Agencies go through a rigorous selection process in terms of compliance and commerciality and are

subsequently audited on a regular basis Through strict service level agreements FRB London MotoNovo Finance

ensures that agents are incentivised to recover vehicles in a timely manner whereby remuneration is based on a sliding

pay scale if vehicles are recovered in 7 14 or 21 days

In terms of vehicle disposals the majority of vehicles are sold through Manheim auctions

Written Off Receivables

Written off receivables are receivables in respect of which the terms of the agreement have not been fulfilled by the

relevant Obligor and the asset has typically been recovered and sold or is of no value to FRB London and any balance

due from the Obligor is passed to a debt collection agency to collect

Vehicles returned pursuant to a PCP Contract in lieu of final payment

Vehicles returned under PCP Contracts are sold through auction Customers are charged for any excess mileage or

excessive wear and tear

HP+ Unsecured Loans

Certain of the Financing Contracts are entered into with Obligors together with HP+ Unsecured Loans The HP Contract

and any related HP+ Unsecured Loan are identified as separate loans on FRB Londons systems For convenience and

for so long as FRB London is the Servicer for the purpose of the direct debit instruction for payment by the Obligor the

amounts due under the HP Contract and any related HP+ Unsecured Loan are combined into one single composite figure

sent to the Obligors bank for payment

Policies and Procedures


portfolios and risk mitigation The policies and procedures of the Seller in this regard include the following

criteria for the granting of credit and the process for approving amending renewing and re-financing credits as

to which please see the information set out earlier in this section of this Prospectus

systems in place to administer and monitor the various credit-risk bearing portfolios and exposures as to which


further the section of this Prospectus headed Summary of the Principal Transaction Documents ndash Servicing

Agreement

adequate diversification of credit portfolios given the Sellers target market and overall credit strategy as to

which in relation to the Portfolio please see the section of this Prospectus headed The Provisional Receivables

Pool and

policies and procedures in relation to risk mitigation techniques as to which please see the information set out

earlier in this section of this Prospectus

173

Auditors

PricewaterhouseCoopers LLP One Kingsway Cardiff CF10 3PW audits the financial information of FRB London for

the purpose of their inclusion within the financial statements of FirstRand Bank Limited FirstRand Bank Limited is

audited jointly by PricewaterhouseCoopers Inc and Deloitte amp Touche

174

THE ISSUER

General

The Issuer was established as a special purpose vehicle and incorporated and registered in England and Wales (registered

number 10357951) under the Companies Act 2006 with limited liability as a public limited company on 2 September

2016

Registered Office

The Issuers registered office is at 35 Great St Helens London EC3A 6AP England The telephone number of the

Issuer is +44 (0)207 398 6300

Principal Activities

There are no restrictions on the objects of the Issuer in its Articles of Association and the Issuer is therefore permitted

amongst other things to borrow money and grant security over its property for the performance of its obligations

The Issuer was established to issue the Notes to purchase the Receivables to enter into the Transaction Documents and

to carry out any and all other activities related to the transactions described in this Prospectus

The Issuer has no subsidiaries or employees

Since its incorporation the Issuer has not carried on any business or activities other than those incidental to its

incorporation the authorisation and issue of the Notes and the purchase of the Receivables and activities incidental to the

exercise of its rights and compliance with its obligations under the Transaction Documents (including registration under

the Data Protection Act 1998) and any other documents entered into in connection with the issue of the Notes

Since its date of incorporation the Issuer has not commenced operations and no financial statements of the Issuer have

been prepared as at the date of this Prospectus

Management

The directors of the Issuer and where applicable their respective business addresses and principal activities are

Name Business Address Principal Activity

SFM Directors Limited

(a company incorporated in England

and Wales registered number

3920254)

35 Great St Helens London EC3A

6AP England

Provision of directors and corporate

management services to structured

finance transactions

SFM Directors (No 2) Limited



4017430)


6AP England




John Paul Nowacki 35 Great St Helens London EC3A

6AP England

Director

The directors of the Issuer may engage in other activities and have other interests which may conflict with the interests of

the Issuer As a matter of English law each director is under a duty to act honestly and in good faith with a view to the

best interests of the Issuer regardless of any other directorships he may hold

The directors of the Issuer have the requisite experience for the management of its business Pursuant to the terms of the

Corporate Services Agreement the Corporate Services Provider will provide directors and certain other corporate and

administration services to the Issuer in consideration for the payment by the Issuer of an annual fee to the Corporate

Services Provider

175

The secretary of the Issuer is SFM Corporate Services Limited a company incorporated in England and Wales with the

registered number 3920255 and having its registered office is at 35 Great St Helens London EC3A 6AP

Capital and Shares

Pursuant to a Declaration of Trust dated 14 September 2016 SFM Corporate Services Limited (in such capacity the

Share Trustee) a company incorporated in England and Wales and having its registered office at 35 Great St Helens

London EC3A 6AP holds 50000 shares of the Issuer under the terms of a discretionary trust the benefit of which is

expressed to be for charitable purposes

The Share Trustee will have no beneficial interest in and derive no benefit (other than fees) for acting as Share Trustee

from its holding of shares in the Issuer

Capitalisation

The following table sets out the capitalisation of the Issuer as at the date hereof

Share Capital Pounds Sterling

Issued

pound50000 ordinary shares of pound100 each (all such shares other than one being a quarter paid up) 1250075

Loan Capital

Notes 57214619843

Total capitalisation 57215869918

As at the date hereof save as disclosed above the Issuer has no loan capital outstanding or authorised but unissued

shares no term loans outstanding and no other borrowings or indebtedness in the nature of the borrowing nor any

contingent liabilities or guarantees The current financial period of the Issuer will end on 30 June 2017

Auditors

The independent auditor of the Issuer is PricewaterhouseCoopers LLP chartered accountants and registered auditors in

the United Kingdom whose office is located at One Kingsway Cardiff CF10 3PW

Tax

It is considered that the Issuer will qualify as a securitisation company for the purposes of the United Kingdom

Taxation of Securitisation Companies Regulations 2006 (SI 20063296) (the Regulations) with effect from the Closing

Date and will be subject to United Kingdom corporation tax on its retained profit in accordance with the Regulations

The amount of such profit is expected to be pound750 per annum

176

INTEREST RATE SWAP COUNTERPARTY

This description of the Interest Rate Swap Counterparty does not purport to be a summary of and is therefore subject to

and qualified in its entirety by reference to the detailed provisions of the Swap Agreement the Interest Rate Swap

Agreement and the other Transaction Documents

Wells Fargo Bank National Association is a national banking association organized under the laws of the United States

Wells Fargo Bank National Association (London Branch) is authorised by the Prudential Regulation Authority and

regulated by the Financial Conduct Authority and the Prudential Regulation Authority Wells Fargo Bank National

Association has as of the date of this Prospectus long-term debt ratings from Standard amp Poors Fitch Ratings and

Moodys of AA- AA and Aa2 respectively and short-term debt ratings from Standard amp Poors Fitch Ratings and

Moodys of A-1+ F1+ and P-1 respectively The ratings reflect the respective rating agencys current assessment

of the creditworthiness of Wells Fargo Bank National Association and may be subject to revision or withdrawal at any

time by the rating agencies

Wells Fargo Bank National Association will provide upon request without charge to each person to whom this

Prospectus is delivered a copy of the most recent audited annual financial statements of Wells Fargo amp Co the parent

company of Wells Fargo Bank National Association Requests for such information should be directed to Wells Fargo amp

Co ndash Investor Relations (415) 371- 2921 or via electronic mail at investorrelationswellsfargocom

Wells Fargo Bank National Association has not participated in the preparation of this Prospectus and has not reviewed

and is not responsible for any information contained in this Prospectus other than the information contained in the

immediately preceding paragraphs The delivery of this Prospectus shall not create any implication that there has been no

change in the affairs of Wells Fargo Bank National Association since the date hereof or that the information contained or

referred to in this section is correct at any time after the date hereof

177

CURRENCY SWAP COUNTERPARTY

This description of the Currency Swap Counterparty does not purport to be a summary of and is therefore subject to

and qualified in its entirety by reference to the detailed provisions of the Swap Agreement the Currency Swap



















178

ACCOUNT BANK

This description of the Account Bank does not purport to be a summary of and is therefore subject to and qualified in its

entirety by reference to the detailed provisions of the Account Agreement and the other Transaction Documents

Lloyds Bank plc (Lloyds Bank) was incorporated under the laws of England and Wales on 20 April 1865 (registration

number 2065) Lloyds Banks registered office is at 25 Gresham Street London EC2V 7HN United Kingdom Lloyds

Bank is authorised by the PRA and regulated by the FCA and the PRA

Lloyds Bank is a wholly owned subsidiary of Lloyds Banking Group plc (together with its subsidiary undertakings from

time to time Lloyds Banking Group)

Lloyds Banking Group is a leading UK based financial services group providing a wide range of banking and financial

services primarily in the UK to individual and business customers The businesses of Lloyds Banking Group are in or

owned by Lloyds Bank Lloyds Banking Group owns Lloyds Bank directly which in turn owns HBOS plc directly

Additional information including copies of the most recent publicly available financial results of Lloyds Bank and

Lloyds Banking Group is available from Investor Relations Lloyds Banking Group 25 Gresham Street London EC2V

7HN or from the following internet website address httpwwwlloydsbankinggroupcom The information on this

website does not form part of this Prospectus

179

BACK-UP SERVICER

This description of the Back-up Servicer does not purport to be a summary of and is therefore subject to and qualified

in its entirety by reference to the detailed provisions of the Back-up Servicing Agreement and the other Transaction

Documents

Homeloan Management Limited (HML) (regulated by the Financial Conduct Authority) has been appointed as the

Back-up Servicer pursuant to the Back-up Servicing Agreement and pursuant to which HML is responsible for the

provision of certain administration services

HML is part of the Computershare Loan Services group which is one of the largest providers of financial outsourced

services in the UK and Ireland and is responsible for delivering a diverse range of administration and analytical services

to support a variety of mortgage and loan products Computershare Loan Services manages over pound71bn of assets for over

30 leading financial institutions across the commercial and residential mortgage markets In addition HML has

developed propositions within the unsecuredinstalment credit markets utilising its experience scalable infrastructure and

IT platforms specifically designed for such markets and continues to grow its client base

The registered office and principal place of business of HML are The Pavilions Bridgwater Road Bristol BS13 8AE and

Gateway House Gargrave Road Skipton BD23 2HL respectively HML has a residential primary servicer rating of

RPS1- by Fitch and SampPs primary servicer rating of Above Average with a Positive Outlook

180

SUMMARY OF PROVISIONS RELATING TO NOTES IN GLOBAL FORM

Each class of Notes will initially be in the form of a Temporary Global Note which will be delivered on or around the

Closing Date to the Common Safekeeper Each Temporary Global Note will be exchangeable in whole or in part for

interests in the related Permanent Global Note not earlier than 40 days after the Closing Date upon certification as to non-

US beneficial ownership Interest payments in respect of the Notes cannot be collected until certification of non-US

beneficial ownership is received by the Paying Agent

The Permanent Global Notes will become exchangeable in whole but not in part for Notes in definitive form each

issued in minimum denominations of (i) in respect of the Class A1 Notes Class B Notes Class C Notes Class D Notes

and Class E Notes pound100000 and higher multiple integrals of pound1000 or (ii) in respect of the Class A2 Notes euro100000

and higher multiple integrals of euro1000 at the request of the bearer of a Permanent Global Note against presentation and

surrender of the Permanent Global Note to the Paying Agent if any of the following events (each an Exchange Event)

occurs

(a) either Euroclear or Clearstream Luxembourg is closed for business for a continuous period of 14 days (other

than by reason of holiday statutory or otherwise) or announces an intention permanently to cease business or

does in fact do so and no other clearing system acceptable to the Trustee is then in existence or

(b) as a result of any amendment to or change in the laws or regulations of the United Kingdom (or of any political

sub-division thereof) or of any United Kingdom Tax Authority or in the interpretation or administration of such

laws or regulations which becomes effective on or after the Closing Date the Issuer or any Paying Agent is or

will on the next Payment Date be required to make any deduction or withholding for or on account of Tax from

any payment in respect of the Notes which would not be required were such Notes in definitive form

Whenever a Permanent Global Note is to be exchanged for Definitive Notes the Issuer shall procure the prompt delivery

(free of charge to the bearer) of such Definitive Notes duly authenticated and with receipts Coupons and talons attached

in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the

Permanent Global Note against the surrender of the Permanent Global Note at the specified office of the Paying Agent

within 30 days of the occurrence of the relevant Exchange Event

In addition the Temporary Global Notes and the Permanent Global Notes will contain provisions which modify the

Conditions of the Notes as they apply to the Temporary Global Notes and the Permanent Global Notes The following is

a summary of certain of those provisions

Nominal amounts The nominal amount of the Notes represented by each Global Note shall be the aggregate amount

from time to time entered in the records of both Euroclear and Clearstream Luxembourg (in their capacity as the

ICSDs) The records of the ICSDs (which expression means the records that each ICSD holds for its customers which

reflect the amount of such customers interest in the Notes) shall be conclusive evidence of the nominal amount of the

Notes and for these purposes a statement issued by an ICSD stating the nominal amount of the Notes at any time (which

statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of such ICSD at

that time

Payments All payments in respect of the Temporary Global Notes and the Permanent Global Notes will be made by wire

transfer by the Paying Agent to Euroclear and Clearstream Luxembourg for onward credit to the Noteholders and will be

effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes

A record of each payment made on a Global Note distinguishing between any payment of interest and principal will be

entered pro rata in the records of the ICSDs and upon any such entry being made the nominal amount of the Notes

recorded in the records of the ICSDs and represented by the relevant Global Note shall be reduced by the aggregate

nominal amount of such instalment so paid Any failure to make the entries referred to above shall not affect the

discharge of the corresponding liabilities of the Issuer in respect of the Notes

Notices Notwithstanding Condition 20 (Notices to Noteholders) while any of the Notes are represented by a Permanent

Global Note (or by a Permanent Global Note andor a Temporary Global Note) and the Permanent Global Note is (or the

Permanent Global Note andor the Temporary Global Note are) kept with a common safekeeper for Euroclear and

Clearstream Luxembourg notices to Noteholders may be given by delivery of the relevant notice to Euroclear and

Clearstream Luxembourg and in any case such notices shall be deemed to have been given to the Noteholders in

181

accordance with Condition 20 (Notices to Noteholders) on the date of delivery to Euroclear and Clearstream

Luxembourg

Transfers For so long as the Notes are represented by the relevant Global Notes the Notes so represented by such

Global Notes will be transferable in accordance with the rules and procedures for the time being of Euroclear or as the

case may be Clearstream Luxembourg and the Issuer the Paying Agent and the Trustee may treat each Person who is

for the time being shown in the records of Euroclear or of Clearstream Luxembourg as the holder of a particular

principal amount of Class A Notes Class B Notes Class C Notes Class D Notes or Class E Notes (as the case may be)

(in which regard any certificate or other document issued by Euroclear or Clearstream Luxembourg as to the principal

amount of the Notes standing to the account of any Person shall be conclusive and binding for all purposes) as the holder

of such principal amount of such Notes for all purposes other than with respect to the payment of interest and repayment

of principal on such Notes the right to which shall be vested solely in the bearer of the relevant Global Note and in

accordance with its terms

Meetings The holder of each Global Note will be treated as being two Persons for the purposes of any quorum

requirement of or the right to demand a poll at a meeting of holders of each class of the Notes as the case may be and

at any such meeting as having one vote in respect of each pound1000 GBP Equivalent Principal Amount Outstanding of

each class of the Notes for which the Global Note may be exchanged

182

TERMS AND CONDITIONS OF THE NOTES

If the Notes were to be issued in definitive form the terms and conditions set out on the reverse of each of the Notes

would be as follows While the Notes are represented by Global Notes they will be governed by the same terms and

conditions except to the extent that such terms and conditions are appropriate only to securities in definitive form or are

expressly varied by the terms of such Global Notes

The Notes are subject to and have the benefit of a trust deed to be dated the Closing Date (the Trust Deed) made

between the Issuer and Wells Fargo Trust Corporation Limited as trustee for the Noteholders (the Trustee)

Any reference to the Notes in these terms and conditions (the Conditions) shall include the Global Notes and the

Definitive Notes The security for the Notes is created pursuant to and on the terms set out in a deed of charge to be

dated the Closing Date (the Deed of Charge) made between the Issuer and the Trustee as security trustee for the

Transaction Creditors and the assignation in security to be dated the Closing Date (the Assignation in Security)

Pursuant to a paying agency agreement (the Paying Agency Agreement) to be dated the Closing Date and made

between the Issuer the Trustee and BNP Paribas Securities Services Luxembourg Branch (in such capacities the

Paying Agent and the Agent Bank) provisions are made for inter alia the payment of principal and interest in

respect of the Notes

Terms used herein have the meanings given to them in Condition 1 (Definitions) of the Conditions unless defined

otherwise Copies of the Trust Deed the Paying Agency Agreement and the other Transaction Documents are available

for inspection during normal business hours at the specified office of the Paying Agent being at the date hereof 60

avenue JF Kennedy L ndash 2085 Luxembourg The Noteholders are entitled to the benefit of are bound by and are

deemed to have notice of all the provisions of the Trust Deed the Paying Agency Agreement and the other Transaction

Documents

1 DEFINITIONS

Account Agreement means the account agreement between the Issuer the Cash Manager the Account Bank

and the Trustee governing the Accounts dated on or about the Closing Date

Account Bank means Lloyds Bank plc

Accounts means the Cash Reserve Account the Issuer Account the Swap Collateral Cash Account and the

Currency Swap Reserve Account

Accrued Interest means in respect of a Note the interest which has accrued on that Note

Additional Cut-Off Date means in respect of an Additional Purchase Date the last day of the immediately


Additional Purchase Date means a Payment Date falling in the Revolving Period (including for the

avoidance of doubt if the Revolving Period ends on a Payment Date and the Revolving Period has not come to

an end as a result of the occurrence of an Amortisation Event such date)

Additional Purchase Price means in respect of Additional Purchased Receivables (a) an amount equal to

their Principal Balance as of the relevant Additional Cut-Off Date and (b) any amount of Deferred Purchase

Price paid to the Seller by the Issuer pursuant to the Priority of Payments provided that the Revolving Period

does not end following the occurrence of an Amortisation Event

Additional Purchased Receivables means the Additional Receivables purchased by the Issuer from FRB

London on any Additional Purchase Date in accordance with the Receivables Purchase Agreement

Additional Receivables means the additional Receivables to be purchased by the Issuer in accordance with

the Receivables Purchase Agreement

Administrator Recovery Incentive means any incentive fee costs andor expenses payable pursuant to the

Servicing Agreement to an Insolvency Official of FRB London in relation to the sale of Financed Objects after

any Insolvency Event of FRB London

183

Agent Bank means BNP Paribas Securities Services Luxembourg Branch

Agents means the Agent Bank and the Paying Agent

Aggregate Initial Cut-Off Date Principal Balance means the Aggregate Principal Balance as at the Initial

Cut-Off Date being pound56816617384

Aggregate Principal Amount Outstanding means the aggregate of the GBP Equivalent Principal Amount

Outstanding of the Class A1 Notes the Class A2 Notes the Class B Notes the Class C Notes the Class D Notes

and the Class E Notes

Aggregate Principal Balance means as at a relevant date the sum of the Principal Balance of all Purchased

Receivables

Amendment and Restatement Deed relating to a Collection Accounts Declaration of Trust means the

amendment and restatement deed entered into by the Seller on the Closing Date in relation to a trust over the

Collection Accounts made by the Seller in favour of Turbo Finance 2 plc on 29 March 2012 (Turbo Finance 2

plc having subsequently been removed as a beneficiary of the trust on 23 September 2014) as amended and

restated on 21 November 2012 (to add Turbo Finance 3 plc and FRB London as beneficiaries of the trust and to

extend the trust to all monies standing to the credit of the Collection Accounts) as amended and restated on 14

November 2013 (to add Turbo Finance 4 plc as beneficiary of the trust) as amended and restated on 23

September 2014 (to add Turbo Finance 5 plc as beneficiary of the trust) as amended and restated on 14 July

2015 (to add Motohouse Limited as beneficiary of the trust) as amended and restated on 16 February 2016 (to

add Turbo Finance 6 plc as beneficiary of the trust and remove Turbo Finance 3 plc as beneficiary of the trust)

and as amended and restated on the Closing Date (to add the Issuer as beneficiary of the trust)

Amortisation Date means the earlier of (i) the Payment Date following the Additional Cut-Off Date in June

2017 and (ii) the day on which an Amortisation Event has occurred

Amortisation Event means the occurrence of any of the following

(a) on any Calculation Date the Delinquency Ratio exceeds 25

(b) on any Calculation Date the Cumulative Net Loss Ratio exceeds 30

(c) on two consecutive Payment Dates the amount credited to the Issuer Account and recorded in the

Replenishment Ledger after payments being made in accordance with the Pre-Enforcement Order of

Priority is greater than 10 of the Aggregate Initial Cut-Off Date Principal Balance

(d) the occurrence of an Event of Default or Termination Event (in each case as defined in the Swap

Agreement) under the Interest Rate Swap Agreement or the Currency Swap Agreement

(e) the occurrence of an Enforcement Event

(f) the occurrence of a Notification Event

(g) on any Payment Date the Cash Reserve Account is not funded up to the Specified Cash Reserve

Account Required Balance provided that if on any Payment Date during the first 3 months following

the Closing Date the balance of the Cash Reserve Account is between 07 and 13 of the Aggregate

Initial Cut-Off Date Principal Balance no Amortisation Event shall occur pursuant to this paragraph (g)

(h) on any Calculation Date (i) the Performing Principal Outstanding Amount of the Loans plus any

amounts available to be used under item (x) of the Pre-Enforcement Order of Priority is less than (ii)

the aggregate GBP Equivalent Principal Amount Outstanding of the Rated Notes and the Class D Notes

as of such Calculation Date

Ancillary Rights means in relation to a Receivable all remedies for enforcing the same including for the

avoidance of doubt and without limitation

(a) the right to demand sue for recover receive and give receipts for all amounts due and to become due

whether or not from Obligors or guarantors under or relating to the Financing Contract to which such

184

Receivable relates and all guarantees (if any) (including for the avoidance of doubt any Enforcement

Proceeds received by the Seller or its agents)

(b) the benefit of all covenants and undertakings from Obligors and from guarantors under the Financing

Contract to which such Receivable relates and under all guarantees (if any)

(c) the benefit of all causes and rights of actions against Obligors and guarantors under and relating to the

Financing Contract to which such Receivable relates and under and relating to all guarantees (if any)

(d) the benefit of any other rights title interest powers and benefits of the Seller into under pursuant to or

in relation to such Financing Contract (other than rights specifically relating to legal title to the

Financed Object itself with such rights including without limitation the right of ownership but

excluding the rights to any PCP Recoveries)

(e) any Insurance Proceeds received by the Seller or its agents pursuant to Insurance Claims in each case

insofar as the same relate to the Financing Contract to which such Receivable relates

(f) the benefit of all causes and rights of actions against a dealer under and relating to the Financing

Contract to which such Receivable relates

(g) the benefit of any other rights title interest powers and benefits of the Seller into under pursuant to or

in relation to the proceeds of any realisation or sale of a Financed Object (or under any contract made

by the Seller with a third party for any sale of a Financed Object) in respect of such Receivable plus

(h) the benefit of any rights title interest powers and benefits of the Seller in and to PCP Recoveries

Assignation in Security means the assignation in security to be granted by the Issuer in favour of the Trustee

substantially in the form annexed to the Deed of Charge

Available Distribution Amount in respect of a Payment Date (including for the avoidance of doubt the

Final Maturity Date) means the amount calculated on the relevant Calculation Date being the sum of the

following amounts

(a) in the case of the first Payment Date falling on 20 January 2017 the amounts standing to the credit of

the Issuer Account which represent the excess of the net proceeds of the issue of the Rated Notes and

the Class D Notes over the Initial Purchase Price

(b) in the case of the first Payment Date falling on 20 January 2017 the Collections received from the

Initial Cut-Off Date until 20 January 2017 (inclusive) and for all subsequent Payment Dates the

Collections received for the immediately preceding Monthly Period (or in the event payment of

principal is deferred pursuant to Condition 74 (Redemption and Cancellation - Mandatory Redemption

in Part) the Collections received for the Monthly Period immediately preceding the Servicing Report

Delivery Failure and each subsequent Monthly Period up to and including the Monthly Period


(c) any amounts standing to the credit of the Cash Reserve Account on the relevant Calculation Date plus

(d) net investment earnings from Permitted Investments as calculated on the relevant Calculation Date

plus

(e) any amounts standing to the credit of the Issuer Account on the relevant Calculation Date which

represent interest accrued on such account plus

(f) any amounts standing to the credit of the Issuer Account and recorded on the Replenishment Ledger on

the relevant Calculation Date plus

(g) the Swap Amounts (if any) to be received by the Issuer from the Interest Rate Swap Counterparty

andor the Currency Swap Counterparty plus

185

(h) any funds released from the Currency Swap Reserve Account upon appointment of a Replacement

Swap Counterparty for the Class A2 Notes or redemption in full of the Class A2 Notes (provided that

there are no outstanding Currency Swap Deferred Amounts) plus

(i) the amounts then standing to the credit of the Class A2 Cash Accumulation Ledger (provided that prior

to the amortisation of the Class A2 Notes to zero such amounts are available in respect of payments of

principal on the Class A2 Notes only in accordance with the relevant Priority of Payments except for

(and only to the extent of) the amount by which the balance standing to the credit of the Class A2 Cash

Accumulation Fund exceeds the amount required to fully repay the GBP Equivalent Principal Amount

Outstanding of the Class A2 Notes on such Payment Date) plus

(j) in the case of the first Payment Date falling on 20 January 2017 any VAT Adjustment Amounts

received from the Initial Cut-Off Date until 20 January 2017 (inclusive) and for all subsequent

Payment Dates any VAT Adjustment Amount received for the immediately preceding Monthly Period

(or in the event payment of principal is deferred pursuant to Condition 74 (Redemption and

Cancellation - Mandatory Redemption in Part) any VAT Adjustment Amount received for the

Monthly Period immediately preceding the Servicing Report Delivery Failure and each subsequent

Monthly Period up to and including the Monthly Period immediately preceding the relevant Payment

Date) less

(k) where the payment of principal has been deferred pursuant to Condition 74 (Redemption and

Cancellation - Mandatory Redemption in Part) any amounts received by the Issuer that have been

applied by the Cash Manager towards payment of interest on the Senior Notes and any other amount

ranking in priority thereto in accordance with the provisions of Condition 74 (Redemption and

Cancellation - Mandatory Redemption in Part) within the period of such principal repayment deferral

Back-up Servicer means Homeloan Management Limited

Back-up Servicing Agreement means the back-up servicing agreement between the Back-up Servicer the

Issuer the Seller the Servicer and the Trustee dated on or about the Closing Date

Basic Terms Modification means any modification of the terms of the relevant Class of Notes which relates

to


(b) changing any date fixed for payment of principal or interest in respect of the relevant Class of Notes

(c) a modification which would have the effect of changing any day for payment of interest or any other

distributions (as the case may be) in respect of such Notes

(d) changing the amount of principal or any other distributions (as the case may be) payable in respect of

such Notes

(e) the alteration of the Class A1 Notes Interest Rate the Class A2 Notes Interest Rate the Class B Notes

Interest Rate the Class C Notes Interest Rate the Class D Notes Interest Rate or the Class E Notes

Interest Rate

(f) the alteration of the majority or quorum required to pass an Extraordinary Resolution

(g) the alteration of the currency of payment of such Notes or


Business Day means any day which is a TARGET2 Day or if such day is not a day on which banks are open

for business in London Johannesburg and Luxembourg the next succeeding TARGET2 Day on which banks

are open for business in London Johannesburg and Luxembourg

Calculation Date means in relation to a Payment Date the second Business Day prior to such Payment Date

186

Cash Management Agreement means the cash management agreement between the Issuer the Cash

Manager and the Trustee dated on or about the Closing Date

Cash Management Fee means the fee payable to the Cash Manager pursuant to the Cash Management

Agreement

Cash Manager means BNP Paribas Securities Services Luxembourg Branch

Cash Reserve Account means the account held in the name of the Issuer with the Account Bank account

number 14475760

Cash Reserve Amount means the outstanding balance of the Cash Reserve Account from time to time

CCA means the Consumer Credit Act 1974 as amended by the Consumer Credit Act 2006 and associated

secondary legislation

Charged Transaction Documents means the Transaction Documents other than the Trust Deed the Deed of


Class or class means any of the Class A1 Notes the Class A2 Notes the Class B Notes the Class C Notes

the Class D Notes or the Class E Notes

Class A Noteholders means the holders of the Class A1 Notes and the Class A2 Notes

Class A Notes means the Class A1 Notes and Class A2 Notes

Class A1 Margin means 060 per annum

Class A1 Noteholders means the holders of the Class A1 Notes

Class A1 Notes means the class A1 notes issued by the Issuer on the Closing Date with a total principal

amount of pound385000000 ranking pari passu with the Class A2 Notes and senior to the Class B Notes Class C

Notes Class D Notes and Class E Notes with respect to the payment of interest and principal respectively

Class A1 Notes Interest Amount has the meaning given to it in Condition 66 (Interest - Interest Rates on the

Notes)

Class A1 Notes Interest Rate means one-month LIBOR for Sterling deposits (or in the case of the first

Interest Period from (and including) the Closing Date to (but excluding) the Payment Date falling on 20 January

2017 an interpolation of the LIBOR for 1 and 2 month Sterling deposits) plus the Class A1 Margin provided

that the Class A1 Notes Interest Rate shall be zero if one-month LIBOR for Sterling deposits plus the Class A1

Margin is less than zero

Class A1 Principal Payment Amount means as at each Calculation Date an amount equal to

(a) where the aggregate of the GBP Equivalent Principal Amount Outstanding of the Class A1 Notes and

the Class A2 Notes is greater than the Principal Amortisation Amount


(ii)

ା

where a equals the Principal Amount Outstanding of the Class A1 Notes and b equals the GBPEquivalent Principal Amount Outstanding of the Class A2 Notes

or

(b) where the aggregate of the GBP Equivalent Principal Amount Outstanding of the Class A1 Notes and

the Class A2 Notes is less than or equal to the Principal Amortisation Amount the Principal Amount


187

Class A2 Cash Accumulation Fund means a fund being equal to the balance standing to the credit of the

Class A2 Cash Accumulation Ledger from time to time available to pay principal on the Class A2 Notes in the

order of priority set out in item (xiii) of the Pre-Enforcement Order of Priority and if on the Calculation Date

prior to the relevant Payment Date the amounts deposited in the Class A2 Cash Accumulation Ledger are in

excess of the amounts required to reduce the GBP Equivalent Principal Amount Outstanding of the Class A2

Notes to zero any such excess shall be available for application towards other items in the relevant Priority of

Payments

Class A2 Cash Accumulation Ledger means a ledger in the Issuer Account to which the amounts under item

(xiii) of the Pre-Enforcement Order of Priority are credited which ledger will not be funded on the Closing

Date

Class A2 Cash Accumulation Ledger Required Amount means on each Payment Date (a) following the

reduction of the Class A1 Notes Principal Amount Outstanding to zero and prior to the delivery of an

Enforcement Notice an amount equal to the GBP Equivalent Principal Amount Outstanding of the Class A2

Notes after taking into account any payments to be made to the Class A2 Notes on such Payment Date and (b)

following the reduction of the Class A2 Notes to zero zero




amount of euro125000000 ranking pari passu with the Class A1 Notes and senior to the Class B Notes Class C



Notes)

Class A2 Notes Interest Rate means one-month EURIBOR (or in the case of the first Interest Period from

(and including) the Closing Date to (but excluding) the Payment Date falling on 20 January 2017 an

interpolation of the EURIBOR for 1 and 2 month Euro deposits) plus the Class A2 Margin provided that the

Class A2 Notes Interest Rate shall be zero if one-month EURIBOR for Euro deposits plus the Class A2 Margin

is less than zero

Class A2 Principal Payment Amount means at each Calculation Date an amount equal to




(ii)

ା


or


the Class A2 Notes is less than or equal to the Principal Amortisation Amount the GBP Equivalent


Class B Margin means 150 per annum

Class B Noteholders means the holders of the Class B Notes

188

Class B Notes means the class B notes issued by the Issuer on the Closing Date with a total principal amount

of pound58400000 ranking junior to the Class A1 Notes and the Class A2 Notes and senior to the Class C Notes

Class D Notes and Class E Notes with respect to the payment of interest and principal respectively

Class B Notes Interest Amount has the meaning given to it by Condition 66 (Interest - Interest Rates on the

Notes)

Class B Notes Interest Rate means one-month LIBOR for Sterling deposits (or in the case of the first


2017 an interpolation of the LIBOR for 1 and 2 month Sterling deposits) plus the Class B Margin provided that

the Class B Notes Interest Rate shall be zero if one-month LIBOR for Sterling deposits plus the Class B Margin

is less than zero

Class B Principal Payment Amount means as at each Calculation Date an amount equal to the lesser of (a)

the Principal Amortisation Amount less any Class A1 Principal Payment Amounts and Class A2 Principal

Payment Amounts to be paid on the immediately following Payment Date and (b) the then Principal Amount

Outstanding of the Class B Notes

Class C Noteholders means the holders of the Class C Notes

Class C Note Purchase Agreement means the note purchase agreement with respect to the Class C Notes

entered into between the Issuer and the Class C Note Purchaser on or about the Signing Date

Class C Note Purchaser means FirstRand International Limited

Class C Notes means the class C notes issued by the Issuer on the Closing Date with a total principal amount

of pound8500000 ranking junior to the Class A1 Notes Class A2 Notes and Class B Notes and senior to the Class D

Notes and the Class E Notes with respect to the payment of interest and principal respectively

Class C Notes Interest Amount has the meaning given to it by Condition 66 (Interest - Interest Rates on the

Notes)

Class C Notes Interest Rate means 300 per annum

Class C Principal Payment Amount means as at each Calculation Date an amount equal to the lesser of (a)

the Principal Amortisation Amount less any Class A1 Principal Payment Amounts Class A2 Principal Payment

Amounts and Class B Principal Payment Amounts to be paid on the immediately following Payment Date and (b)

the then Principal Amount Outstanding of the Class C Notes

Class D Noteholders means the holders of the Class D Notes

Class D Note Purchase Agreement means the note purchase agreement with respect to the Class D Notes

entered into between the Issuer and the Class D Note Purchaser on or about the Signing Date

Class D Note Purchaser means FirstRand International Limited

Class D Notes means the class D notes issued by the Issuer on the Closing Date with a total principal amount

of pound9720000 ranking junior to the Class A Notes the Class B Notes and the Class C Notes and senior to the

Class E Notes with respect to the payment of interest and principal respectively

Class D Notes Interest Amount has the meaning given to it by Condition 66 (Interest - Interest Rates on the

Notes)

Class D Notes Interest Rate means 525 per annum

Class D Principal Payment Amount means as at each Calculation Date an amount equal to the lesser of (a)


Payment Amounts and Class B Principal Payment Amounts and Class C Principal Payment Amounts to be paid

on the immediately following Payment Date and (b) the then Principal Amount Outstanding of the Class D

Notes

189

Class E Noteholders means the holders of the Class E Notes

Class E Note Purchase Agreement means the note purchase agreement with respect to the Class E Notes

entered into between the Issuer and the Class E Note Purchaser on or about the Signing Date

Class E Note Purchaser means FirstRand International Limited

Class E Notes means the class E notes issued by the Issuer on the Closing Date with a total principal amount

of pound3980000 ranking junior to the Class A Notes the Class B Notes the Class C Notes and the Class D Notes

with respect to the payment of interest and principal respectively

Class E Notes Interest Amount has the meaning given to it by Condition 66 (Interest - Interest Rates on the

Notes)

Class E Notes Interest Rate means 1500 per annum

Clean-Up Call means the option of the Issuer to sell the Purchased Receivables for the Clean-Up Call

Settlement Amount at any time after the Aggregate Principal Balance is less than 10 of the Aggregate Initial

Cut-Off Date Principal Balance provided that the conditions set out in Condition 73 (Redemption and

Cancellation - Optional Redemption in Whole) for redemption of the Notes are satisfied

Clean-Up Call Settlement Amount means an amount equal to the Principal Balance of all Purchased

Receivables in the Purchased Pool as at the time the Clean-up Call is exercised calculated using the Financing

Contract Rate on the basis of one year of 360 days being equivalent to 12 months each month consisting of 30

days and taking into account the risk of losses if any in order to reach a fair market value

Clearing Systems means Clearstream Luxembourg and Euroclear

Clearstream Luxembourg means the Clearstream Luxembourg clearance system for internationally traded

securities operated by Clearstream Banking socieacuteteacute anonyme and any successor thereto

Closing Date means 30 November 2016

Collection Accounts means such accounts held at Lloyds Bank plc in the name of the Servicer for the deposit

of Collections

Collection Account Declaration of Trust means the declaration of trust granted by the Seller on 29 March

2012 in relation to a trust over the Collection Accounts as amended and restated pursuant to the Amendment and

Restatement Deed relating to a Collection Accounts Declaration of Trust

Collections means (i) all cash collections received by the Servicer from the relevant Cut-Off Date in respect

of Purchased Receivables including without limitation PCP Recoveries excess mileage charges any Option to

Purchase Fee any amounts payable by an Obligor in respect of refurbishment charges repairs wear-and-tear

recovery charges and other similar types of charges charges payable as a result of a late payment under a

Financing Contract fees for any extension of the term of a Financing Contract any other administrative fees

payable under a Financing Contract including any capitalised fees and capitalised interest (excluding any

interest accrued prior to but excluding the relevant Cut-Off Date immediately preceding the Initial Purchase

Date or the Additional Purchase Date as applicable on which such Receivables were purchased by the Issuer)

Enforcement Proceeds Insurance Proceeds and the VAT Component on payments received by the Servicer and

(ii) Repurchase Amounts and any other amounts payable to the Issuer on the purchase of Receivables pursuant

to the Clean-Up Call and any payment received by the Issuer pursuant to Clause 11 (Payment for Non-Existent

Receivables) of the Receivables Purchase Agreement

Common Safekeeper means the keeper of the Global Notes on behalf of the ICSDs

Conditions means the terms and conditions to be endorsed on the Notes in or substantially in the form set

out in this Prospectus and the Trust Deed as any of the same may from time to time be modified in accordance

with the Trust Deed

190

Corporate Services Agreement means the corporate services agreement entered into by the Issuer the

Trustee the Share Trustee and the Corporate Services Provider on or about the Signing Date

Corporate Services Provider means Structured Finance Management Limited

Couponholders means the holders for the time being of the Coupons appertaining to the Notes

Coupons means the coupons appertaining to the Notes

Cumulative Net Loss Ratio means on any Calculation Date the ratio expressed as a percentage (rounded

downwards to two decimal places) of

(a) the Principal Loss as at the end of the Monthly Period immediately preceding such Calculation Date

to

(b) the Aggregate Initial Cut-Off Date Principal Balance plus the aggregate Principal Balances of any

Additional Purchased Receivables as of each relevant Additional Cut-Off Date occurring before such

Calculation Date

Currency Swap Agreement or Currency Swap means the currency swap transaction as evidenced by a

confirmation dated on or about the Closing Date between the Issuer and the Currency Swap Counterparty and

governed by the terms of the Swap Agreement

Currency Swap Counterparty means Wells Fargo Bank NA acting through its London branch and in its

capacity as currency swap counterparty pursuant to the Currency Swap Agreement

Currency Swap Deferred Amount means the Currency Swap Deferred Interest Amount and the Currency

Swap Deferred Principal Amount

Currency Swap Deferred Interest Amount has the meaning given to it in Condition 63 (Currency Swap

Deferred Interest and Currency Swap Excess Interest)

Currency Swap Deferred Principal Amount has the meaning given to it in Condition 101 (Currency Swap

Deferred Principal and Currency Swap Excess Principal)

Currency Swap Excess Amount means any Currency Swap Excess Interest Amounts plus any Currency

Swap Excess Principal Amounts together with any Swap Termination Payment received by the Issuer and

deposited in the Currency Swap Reserve Account

Currency Swap Excess Interest Amount has the meaning given to it in Condition 63 (Currency Swap


Currency Swap Excess Principal Amount has the meaning given to it in Condition 101 (Currency Swap


Currency Swap Reserve Account means the currency swap reserve account held in the name of the Issuer

with the Account Bank account number 86576226 established in respect of principal and interest payments or

any entry into a replacement currency swap agreement on the Class A2 Notes at the Account Bank or any other

bank account specified as such by or on behalf of the Issuer with the consent of the Trustee in the future in

substitution of such Currency Swap Reserve Account in accordance with the Account Agreement and Deed of

Charge

Cut-Off Date means the Initial Cut-Off Date or each Additional Cut-Off Date

Deed of Charge means the deed of charge dated on or about the Closing Date and entered into by inter alios

the Issuer and the Trustee and includes any further or supplemental deed or charge or security granted pursuant

thereto

191

Defaulted Receivable means any Purchased Receivable in respect of which (a) recovery proceedings have

been commenced by the Servicer andor (b) the relevant Obligor has missed more than three consecutive

scheduled monthly payments

Deferred Purchase Price means any amount of deferred purchase price payable to the Seller pursuant to

Clause 5 (Consideration) of the Receivables Purchase Agreement

Definitive Notes means the Notes issued in definitive bearer form

Delinquency Ratio means on any Calculation Date the ratio expressed as a percentage (rounded downwards

to two decimal places) of

(a) the aggregate Principal Balance of each Delinquent Receivable as at the end of the Monthly Period

immediately preceding such Calculation Date

to

(b) the Performing Principal Outstanding Amount of the Loans as calculated on such Calculation Date (for

the avoidance of doubt excluding any Additional Purchased Receivables to be purchased on the

Payment Date following such Calculation Date)

Delinquent Receivable means any Purchased Receivable which (a) is more than 30 days overdue for an

amount greater than pound7000 and (b) is not a Defaulted Receivable

EMIR means Regulation (EU) No 6482012 of the European Parliament and of the Council of 4 July 2012 on

OTC derivatives central counterparties and trade repositories known as the European Market Infrastructure

Regulation

Encumbrance means any mortgage sub-mortgage security assignment or assignation standard security

charge sub-charge pledge lien right of set-off or other encumbrance or security interest of any kind however

created or arising including anything analogous to any of the foregoing under the laws of any jurisdiction

Enforcement Event means any of the following events

(a) Non-payment the Issuer fails to pay any amount of principal or interest (other than (i) any interest

which falls to be deferred pursuant to Condition 63 (Currency Swap Deferred Interest and Currency

Swap Excess Interest) (ii) any principal which falls to be deferred pursuant to Condition 10 (Currency

Swap Deferred Principal and Currency Swap Excess Principal) (iii) any interest which falls to be

deferred pursuant to Condition 62 (Payment Dates and Interest Periods) or (iv) any principal which

falls to be deferred pursuant to Condition 74 (Redemption and Cancellation ndash Mandatory Redemption

in Part)) in respect of the Notes within two Business Days after the due date for payment thereof or

(b) Breach of other obligations the Issuer defaults in the performance or observance of any other

obligation condition provision representation or warranty binding upon or made by it under or in

respect of the Notes the Conditions or any Transaction Document (other than any obligation whose

breach would give rise to the Enforcement Event provided for in Condition 121(a) (Enforcement

Events)) and such default (A) is in the opinion of the Trustee incapable of remedy or (B) is in the

opinion of the Trustee capable of remedy but remains unremedied for 30 days or such longer period as

the Trustee may agree after the Trustee has given written notice thereof to the Issuer or

(c) Insolvency an Insolvency Event occurs with respect to the Issuer or

(d) Unlawfulness it is or will become unlawful for the Issuer to perform or comply with any of its

obligations under or in respect of the Notes the Conditions the Trust Deed or any other Transaction

Document

provided that in the case of the occurrence of any of the events mentioned in paragraph (b) above the Trustee

shall have certified in writing that the happening of such event is in its opinion materially prejudicial to the

interests of the Most Senior Class Outstanding

192

Enforcement Notice means a notice given by the Trustee to the Issuer following the occurrence of an

Enforcement Event declaring the Notes immediately due and payable

Enforcement Proceeds means the gross proceeds from the realisation of Financed Objects in respect of

Purchased Receivables and from the enforcement of any other Ancillary Rights

EU means the European Union

EU Member State means as the context may require a member state of the European Union or of the

European Economic Area

EURIBOR means the Euro Interbank Offered Rate (or any successor rate thereto)

EURIBOR Determination Date means in respect of the first Interest Period the Closing Date and in respect

of each subsequent Interest Period the Payment Date on which the relevant Interest Period commences

EURIBOR Screen Rate means the display designated as EURIBOR01 on the Reuters ltEURIBOR=gt page

Euro euro EUR or euro are references to the lawful currency introduced at the start of the third stage of

European economic and monetary union pursuant to the Treaty on the Functioning of the European Union as

amended

Euroclear means Euroclear Bank SANV and any successor thereto

Excess Swap Collateral means an amount equal to the value of the Swap Collateral (or the applicable part

thereof) provided by the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) to

the Issuer which is in excess of the Interest Rate Swap Counterpartys liability or the Currency Swap

Counterpartys liability (as applicable) (in each case prior to any netting in respect of such Swap Collateral)

under the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) as at the date of

termination of the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) which the

Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) is otherwise entitled to have

returned to it under the terms of the Interest Rate Swap Agreement or the Currency Swap Agreement (as

applicable)

Exchange Rate means the following exchange rate for exchanging Euro for Sterling EUR 11732 = GBP

10000 rounded to four decimal places (and correspondingly for exchanging Sterling to Euro GBP 10000 =

EUR 11732 rounded to four decimal places)

Expected Amortisation Amount means as calculated on each Calculation Date if positive

(a) the aggregate of (i) the GBP Equivalent Principal Amount Outstanding of all Notes as at that

Calculation Date and (ii) the Initial Cash Reserve Account Increase Amount

minus

(b) the aggregate of (i) the Performing Principal Outstanding Amount of the Loans as calculated on the

relevant Calculation Date and (ii) the Specified Cash Reserve Account Required Balance applicable to

the immediately following Payment Date

Extraordinary Resolution means either a resolution (i) passed at a meeting of the relevant class of

Noteholders duly convened and held in accordance with the provisions contained in the Trust Deed by a

majority consisting of not less than 75 of the persons voting thereat upon a show of hands or if a poll is duly

demanded by a majority consisting of not less than 75 of the votes given on such poll or (ii) in writing in

accordance with the provisions of paragraph 24 of Schedule 5 to the Trust Deed

Final Discharge Date means the date on which the Trustee is satisfied that all the Secured Obligations have

been paid or discharged in full

Final Maturity Date means the Payment Date falling in June 2023

193

Final Payment Amount means in respect of PCP Contracts the final payment due under such PCP Contract

and which shall be no more than the Minimum Guaranteed Future Value

Financed Objects means the motor vehicles referred to in the Financing Contracts and financed pursuant

thereto

Financial Statements means the published financial statements of the Issuer

Financing Contract means each HP Contract HP+ Contract and PCP Contract entered into between an

Obligor and FRB London in the form of one of the Standard Form Contracts pursuant to which FRB London has

provided finance to an Obligor where the final payment due by the Obligor under such contract is not

substantially greater than the previous payments due thereunder

Financing Contract Rate means for each Purchased Receivable the rate set out in the relevant Financing

Contract for the Purchased Receivable

FirstRand International Limited means FirstRand International Limited at La Plaiderie House St Peter Port

Guernsey GY1 4NL Channel Islands

FRB means FirstRand Bank Limited

FRB Group means FirstRand Limited together with its subsidiaries and subsidiary undertakings

FRB London means FirstRand Bank Limited acting through its London Branch

GBP Equivalent Principal Amount Outstanding means in relation to the Notes of the relevant class the

original principal amount of the Notes of such class on issuance less the aggregate of any principal repayments

in respect of the Notes of such class made in accordance with the Conditions and in relation to the Class A2

Notes the original principal amount of the Class A2 Notes less the aggregate of any principal repayments in

respect of the Notes of such class made in accordance with the Conditions converted from Euro into Sterling at

the Exchange Rate

Global Note means each of the Temporary Global Note and the Permanent Global Note

Guaranteed Future Value means in respect of a PCP Contract the amount specified in such PCP Contract

as being the future residual value of the Financed Object that is the subject of such PCP Contract

HML means Homeloan Management Limited

HP+ Contract means each HP Contract which is entered into between an Obligor and FRB London together

with a HP+ Unsecured Loan

HP Contract means each hire purchase agreement entered into between an Obligor and FRB London in the

form of a Standard Form Contract where the balance is amortised in monthly instalments over the period of the

agreement and which is not a PCP Contract

HP+ Unsecured Loan means each unsecured loan agreement entered into between an Obligor and FRB

London together with a HP+ Contract

ICSDs means International Central Securities Depositories being each of Euroclear and Clearstream

Luxembourg

Initial Cash Reserve Account Increase Amount means the difference between (x) an amount equal to 13

of the Aggregate Initial Cut-Off Date Principal Balance and (y) the Initial Cash Reserve Amount

Initial Cash Reserve Amount means pound3980000

Initial Cut-Off Date means 31 October 2016

Initial Purchase Date means the Closing Date

194

Initial Purchase Price means in respect of the Initial Purchased Receivables (a) an amount equal to the

Aggregate Initial Cut-Off Date Principal Balance and (b) any amount of Deferred Purchase Price paid to the

Seller by the Issuer pursuant to the Priority of Payments

Initial Purchased Receivables means the Receivables purchased by the Issuer from the Seller on the Initial

Purchase Date in accordance with the Receivables Purchase Agreement

Initial Purchased Receivables Pool means the pool of Initial Purchased Receivables

Insolvency Act means the Insolvency Act 1986

Insolvency Event in respect of a company means

(a) such company is or becomes or is declared to be insolvent or unable to pay its debts or suspends or

threatens to suspend making payments (whether of principal or interest) with respect to all or any class

of its debts

(b) the value of the assets of such company is less than the amount of its liabilities taking into account its

contingent and prospective liabilities

(c) a moratorium is declared in respect of any indebtedness of such company

(d) the commencement of negotiations with one or more creditors of such company with a view to a

general readjustment rescheduling or deferral of any indebtedness of such company or proposal to

commence such negotiations

(e) any corporate action legal proceedings or other procedure or step is taken (whether out of court or

otherwise) in relation to

(i) the liquidation administration curatorship custodianguardianship winding-up or dissolution

(and in each case whether provisional or final) of such company or its estate or the

authorisation of the commencement of business rescue proceedings in respect of such

company

(ii) the appointment of an Insolvency Official (excluding in the case of the Issuer the Trustee) in

relation to the Issuer or in relation to the whole or any part of the undertaking of the company

or the relevant company requests the appointment of such Insolvency Official

(iii) an encumbrancer (excluding in the case of the Issuer the Trustee) taking possession of the

whole or any part of the undertaking or assets of such company

(iv) the making of an arrangement composition or compromise (whether by way of voluntary

arrangement scheme of arrangement or otherwise) with any creditors (or any class of creditors)

of such company a reorganisation of such company a conveyance to or assignment for the

benefit of creditors of such company (or any class of creditors) or the making of an application

to a court of competent jurisdiction for protection from the creditors or such company (or any

class of creditors)

(v) any act which if such act was committed by an individual would be any act of insolvency

under the applicable insolvency legislation of the relevant jurisdiction to which such company

is subject and

(vi) any analogous procedure or step is taken in any jurisdiction or

(f) any distress execution diligence attachment or other process being levied or enforced or imposed

upon or against the whole or any material part of the undertakings or assets of such company

(excluding in the case of the Issuer by the Trustee) and such order appointment possession or process

(as the case may be) not being discharged or otherwise ceasing to apply within 30 days

Insolvency Official means in respect of any company a liquidator provisional liquidator curator

administrator (whether appointed by the court or otherwise) administrative receiver receiver or manager

195

nominee supervisor trustee in bankruptcy conservator guardian business rescue practitioner the viscount or

other similar official in respect of such company or in respect of all (or substantially all) of the companys assets

or in respect of any arrangement or composition with creditors or any equivalent or analogous officer under the

law of any jurisdiction

Insurance Claims means any claims against any car insurer in relation to any damaged or stolen Financed

Object and any claims made under any GAP or PPI insurance contracts entered into by the Obligors in

connection with the Financing Contracts

Insurance Proceeds means any proceeds or monetary benefit in respect of any Insurance Claims

Interest Amount has the meaning set out in Condition 66 (Interest - Interest Rates on the Notes)

Interest Period means

(a) in respect of the first Payment Date the period commencing on (and including) the Closing Date and

ending on (but excluding) the Payment Date falling on 20 January 2017 and

(b) in respect of any subsequent Payment Date the period commencing on (and including) the preceding

Payment Date and ending on the calendar day preceding (but excluding) the relevant Payment Date

Interest Rate Swap Agreement or Interest Rate Swap means the interest rate swap transaction as

evidenced by a confirmation dated on or about the Closing Date between the Issuer and the Interest Rate Swap

Counterparty and governed by the terms of the Swap Agreement

Interest Rate Swap Counterparty means Wells Fargo Bank NA acting through its London branch and in

its capacity as interest rate swap counterparty pursuant to the Interest Rate Swap Agreement

Interest Shortfall means the Accrued Interest that is not paid on a Note on the Payment Date related to the

relevant Interest Period in which it accrued

Investor Report means the report so named to be prepared by the Cash Manager setting out details of

amongst other things payments on the Purchased Receivables and the Notes

Issuer means Turbo Finance 7 plc

Issuer Account means the Sterling account held in the name of the Issuer with the Account Bank account

number 14464868 andor the Euro account held in the name of the Issuer with the Account Bank account

number 86576234 as applicable

Issuer Covenants means the covenants of the Issuer as set out in Schedule 5 of the Master Framework

Agreement

Issuer-ICSDs Agreement means the agreement dated on about the Closing Date between the Issuer and the

ICSDs

Issuer Retained Profit means an amount of pound750 per annum retained by the Issuer in accordance with the


Issuer Security means the security created over the assets of the Issuer in favour of the Trustee pursuant to

the provisions of the Deed of Charge and the Assignation in Security

Joint Arrangers means Bank of America Merrill Lynch BNP Paribas London Branch and Lloyds Bank plc

Joint Bookrunners means Bank of America Merrill Lynch BNP Paribas London Branch and Lloyds Bank

plc

Joint Lead Managers means Bank of America Merrill Lynch BNP Paribas London Branch Lloyds Bank

plc Wells Fargo Securities International Limited and FRB London

LIBOR means the London Interbank Offered Rate (or any successor rate thereto)

196

LIBOR Determination Date means in respect of the first Interest Period the Closing Date and in respect of

each subsequent Interest Period the Payment Date on which the relevant Interest Period commences

LIBOR Screen Rate means the display designated as the Intercontinental Exchange Benchmark Association

rate as quoted on the Reuters ltLIBOR=gt page

Master Framework Agreement means the master framework agreement entered into between the Issuer and

the Trustee and dated on or about the Closing Date

Material Adverse Effect means as the context may require

(a) a material adverse effect on the validity or enforceability of any of the Transaction Documents or

(b) in respect of a Transaction Party a material adverse effect on

(i) the business operations assets property condition (financial or otherwise) or prospects of

such Transaction Party or

(ii) the ability of such Transaction Party to perform its obligations under any of the Transaction

Documents or

(iii) the rights or remedies of such Transaction Party under any of the Transaction Documents or

(c) a material and adverse effect on the ability of the Issuer to receive full and timely payment on a

Purchased Receivable

Member States means a member state of the European Union

Minimum Guaranteed Future Value means in respect of a PCP Contract the residual value ascribed by the

Seller to the Financed Object in respect of such PCP Contract as calculated with reference to the CAP Gold

Book (or such other provider as the case may be) at the time the PCP Contract was entered into

Minimum Rating means in respect of any person such person has the following rating

(a) a short-term unsecured unsubordinated and unguaranteed debt rating of at least A-1 by SampP (if a

short-term rating is assigned by SampP) and a long-term unsecured unsubordinated and unguaranteed

debt rating of at least A by SampP or should the relevant person not benefit from a short-term unsecured

unsubordinated and unguaranteed rating of at least A-1 from SampP a long-term unsecured

unsubordinated and unguaranteed rating of at least A+ by SampP and

(b) a long-term unsecured unguaranteed and unsubordinated debt rating of at least A3 by Moodys

or in each case such other credit rating which is otherwise acceptable to the relevant Rating Agency

Month-end Aggregate Defaulted Receivables means as calculated on each Calculation Date the aggregate

Principal Balance of the Purchased Receivables that (i) have become Defaulted Receivables during the Monthly

Period immediately preceding the relevant Calculation Date or (ii) remain Defaulted Receivables as at the end of

such Monthly Period

Month-end Aggregate Voluntarily Terminated Receivables means as calculated on each Calculation Date

the aggregate Principal Balance of the Purchased Receivables that (i) have become Voluntarily Terminated

Receivables during the Monthly Period immediately preceding the relevant Calculation Date or (ii) remain

Voluntarily Terminated Receivables as at the end of such Monthly Period

Monthly Period means the calendar month immediately prior to each Payment Date

Moodys means Moodys Investors Service Ltd or any successor to its rating business

Non-Conforming Receivable means each Purchased Receivable in respect of which any representation or

warranty set out in Schedule 3 to the Receivables Purchase Agreement proves to have been incorrect in

accordance with Clause 101(c) (Repurchase) of the Receivables Purchase Agreement and has not been

remedied by the Seller pursuant to the terms of Clause 101(c) of the Receivables Purchase Agreement

197

Noteholders means the Class A1 Noteholders the Class A2 Noteholders the Class B Noteholders the Class

C Noteholders the Class D Noteholders and the Class E Noteholders

Note Principal Payment has the meaning given to it by Condition 76 (Redemption and Cancellation - Note

Principal Payment)

Notes means the Class A1 Notes the Class A2 Notes the Class B Notes the Class C Notes the Class D Notes

and the Class E Notes collectively

Notification Event means the occurrence of any of the following events

(a) Non-Payment FRB London fails to pay any amount due under any Transaction Documents within

three Business Days after the earlier of its becoming aware of such default and its receipt of written

notice by or on behalf of the Trustee requiring the same to be remedied

(b) Insolvency Event an Insolvency Event in respect of the Seller or the Servicer

(c) Encumbrance FRB London creates or grants any Encumbrance or permits any Encumbrance to arise or

purports to create or grant any Encumbrance or purports to permit any Encumbrance to arise over or in

relation to (1) any Purchased Receivable (2) any right title or interest of the Issuer in relation to a

Purchased Receivable or Collections or (3) any proceeds of or sums received or payable in respect of a


(d) Dispute FRB London disputes in any manner the validity or efficacy of any sale and purchase of a

Receivable under the Receivables Purchase Agreement and as a result in the reasonable opinion of the

Trustee there is or is likely to be a Material Adverse Effect on the ability of FRB London to perform

its obligations under the Transaction Documents or the enforceability collectability or origination of

the Purchased Receivables is or is likely to be materially prejudiced

(e) Illegality it becomes impossible or unlawful for FRB London to continue its business andor discharge

its obligations as contemplated by the Transaction Documents and as a result in the reasonable opinion

of the Trustee there is or is likely to be a Material Adverse Effect on the ability of FRB London to

perform its obligations under the Transaction Documents or the enforceability collectability or

origination of the Purchased Receivables is or is likely to be materially prejudiced

(f) Failure to repurchase FRB London fails to (i) repurchase a Non-Conforming Receivable having

become obliged to do so pursuant to Clause 10 (Repurchase) of the Receivables Purchase Agreement or

(ii) pay any amount required pursuant to Clause 11 (Payment for Non-Existent Receivables) of the


(g) Servicer Replacement Event a Servicer Replacement Event

Obligor means in respect of a Receivable a Person (including consumers and businesses) obliged to make

payments under a Financing Contract

Outstanding means in relation to the Notes of the relevant class all the Notes issued other than

(a) those Notes which have been redeemed in full pursuant to the Trust Deed and the Conditions

(b) those Notes in respect of which the date for redemption in accordance with the Conditions has occurred

and the redemption moneys (including premium (if any) and all interest payable thereon) have been

duly paid to the Trustee or to the Paying Agent as applicable in the manner provided in the Paying

Agency Agreement (and where appropriate notice to that effect has been given to the relevant

Noteholders in accordance with the Conditions) and remain available for payment against presentation

of the relevant Notes

(c) those Notes which have become void under Condition 14 (Prescription)

(d) (for the purpose only of ascertaining the GBP Equivalent Principal Amount Outstanding of the Notes

and without prejudice to the status for any other purpose of the relevant Notes) those Notes which are

198

alleged to have been lost stolen or destroyed and in respect of which replacements have been issued

pursuant to Condition 15 (Replacement of Notes) and those mutilated or defaced Notes which have

been surrendered and cancelled and in respect of which replacements have been issued pursuant to

Condition 15 (Replacement of Notes) and

(e) any Global Note to the extent that it shall have been exchanged for another Global Note in respect of

the Notes of the relevant class or for the Notes of the relevant class in definitive form pursuant to its

provisions

provided that for each of the following purposes namely

(i) the right to attend and vote at any meeting of the Noteholders of any class an Extraordinary

Resolution in writing as envisaged by paragraph 24 of Schedule 5 (Provisions for Meetings of

Noteholders) of the Trust Deed and any direction or request by the holders of Notes of any

class

(ii) the determination of how many and which Notes are for the time being outstanding for the

purposes of Clauses 7 (Enforcement) and 8 (Proceedings) of the Trust Deed Conditions 12

(Enforcement Events) and 13 (Enforcement) and Schedule 5 (Provisions for Meetings of

Noteholders) to the Trust Deed

(iii) any right discretion power or authority (whether contained in the Trust Deed any other

Transaction Document or vested by operation of law) which the Trustee is required expressly

or impliedly to exercise in or by reference to the interests of the Noteholders or any class

thereof and

(iv) the determination by the Trustee whether any event circumstance matter or thing is in its

opinion materially prejudicial to the interests of the Noteholders or any class thereof

(A) until such time as the Class A Notes and the Class B Notes have been repaid in full

and the remaining notes are held in their entirety by FRB London FirstRand

International Limited or members of the FRB Group those Notes (if any) which are

for the time being held by or on behalf of or for the benefit of FRB London FirstRand

International Limited or members of the FRB Group shall (unless and until ceasing to

be so held) be deemed not to remain outstanding and

(B) those Notes (if any) which are for the time being held by or on behalf of or for the

benefit of the Issuer the Servicer the Back-up Servicer or any other successor

servicer or any of their respective subsidiaries or holding companies in each case as

beneficial owner shall (unless and until ceasing to be so held) be deemed not to

remain outstanding

provided in the case of (A) and (B) above the Trustee shall assume that no such Notes are held by any of the

parties referenced in paragraphs (A) and (B) unless notified to the contrary in writing

Paying Agency Agreement means the paying agency agreement entered into by the Issuer the Trustee and

the Agents on or about the Closing Date

Paying Agent means BNP Paribas Securities Services Luxembourg Branch

Payment Date means in respect of the first such Payment Date 20 January 2017 and in respect of any

subsequent Payment Date the 20th of each calendar month or in the event such day is not a Business Day then

on the next following Business Day unless that day falls in the next calendar month in which case the date will

be the first preceding day that is a Business Day

Performing Principal Outstanding Amount of the Loans means as calculated on each Calculation Date

the Aggregate Principal Balance less the Month-end Aggregate Defaulted Receivables and the Month-end

Aggregate Voluntarily Terminated Receivables in each case as at the end of the Monthly Period immediately

preceding the relevant Calculation Date

199

Permanent Global Note means in respect of each Class of Notes the permanent global bearer notes without

Coupons attached representing each such Class as more specifically described in Condition 2 (Form

Denomination and Title)

Permitted Investments means any amount standing to the credit of the Issuer Account and the Cash Reserve

Account invested by the Cash Manager (acting on the instructions of the Servicer on behalf of the Issuer)

provided that a Permitted Investment shall

(a) be a Sterling deposit

(b) be held at or made with an institution having a minimum rating equal to at least A-1 by SampP (or A+ or

higher if it has no short-term ratings) and P-1 by Moodys

(c) have a payment at maturity at least equal to the amount invested

(d) allow for amounts to be withdrawn at any time without penalty before the next Payment Date and

(e) constitute cash equivalents as contemplated by the Volcker Rule

Person means an individual partnership corporation (including a business trust) unincorporated association

trust joint stock company limited liability company joint venture or other entity or a government or political

subdivision agency or instrumentality thereof

Post-Enforcement Order of Priority means the priority of payments described in Condition 133

(Enforcement - Post-Enforcement Order of Priority) of the Conditions

Pre-Enforcement Order of Priority means the priority of payments described in Condition 88 (Payments -

Pre-Enforcement Order of Priority) of the Conditions


(a) the Available Distribution Amount as at the Calculation Date immediately preceding the relevant

Payment Date less to the extent the Pre-Enforcement Order of Priority applies all amounts falling due

and payable under items (i) to (ix) as the case may be of the Pre-Enforcement Order of Priority on such

Payment Date and


Principal Amount means in relation to the Notes of the relevant class the original principal amount of the

Notes of such class on issuance

Principal Amount Outstanding means in relation to the Notes of the relevant class the Principal Amount

less the aggregate of any principal repayments in respect of the Notes of such class made in accordance with the

Conditions

Principal Balance in respect of a Purchased Receivable (or any other Receivable as the context may require)

as at a relevant date means the principal amount outstanding (excluding for the avoidance of doubt any upfront

fees and any capitalised fees andor capitalised interest) of that Purchased Receivable (or any other Receivable

as the case may be) as at the relevant Cut-Off Date less the aggregate principal repayments or reductions as

applicable in respect of that Purchased Receivable (or any other Receivable as the case may be) already made

as at such relevant date (since the relevant Cut-Off Date) including without double-counting by way of (i)

payments by or on behalf of the relevant Obligor(s) (ii) application of the proceeds from the sale of the relevant

motor vehicle andor (iii) a write-off in respect of the relevant Financing Contract (including but not limited to

any write-offs as set out in limb (c) of the definition of Principal Loss)

Principal Loss means as at a relevant date


(i) the Principal Balance of each Purchased Receivable that has become a Defaulted Receivable

(including for the avoidance of doubt in respect of any Defaulted Receivable which is a PCP

200

Contract the Final Payment Amount) in each case as determined at the point at which such

Purchased Receivable became a Defaulted Receivable and

(ii) the portion remaining unpaid by an Obligor of the Principal Balance of each Purchased

Receivable where a Voluntary Termination has been exercised (as determined at the point at

which such Voluntary Termination is exercised)


(b) any amounts received as a result of recovery procedures carried out by the Servicer in relation to

Defaulted Receivables and Voluntary Terminations for the same period plus

(c) the aggregate of the PCP GFV Loss of each Purchased Receivable that is a Redelivery PCP Contract

and where either

(i) the Redelivered Vehicle has been sold by the Servicer since the relevant Cut-Off Date

(ii) the Redelivered Vehicle has become an Unsold Redelivered Vehicle since the relevant Cut-Off

Date less


Priority of Payments means the Pre-Enforcement Order of Priority and the Post-Enforcement Order of

Priority

Prospectus means this prospectus prepared in connection with the issue by the Issuer of the Notes

Provisional Payments Report means the payment report prepared by the Cash Manager pursuant to

Condition 74 (Redemption and Cancellation - Mandatory Redemption in Part)

Purchase Date means the Closing Date or any Additional Purchase Date

Purchase Price means the Initial Purchase Price or the Additional Purchase Price as applicable

Purchased Receivables means the Initial Purchased Receivables and the Additional Purchased Receivables

Purchased Receivables Pool means the pool of Purchased Receivables

Rated Notes means the Class A1 Notes the Class A2 Notes the Class B Notes and the Class C Notes and

each a Rated Note

Rating Agencies means Moodys and SampP

Receivables means any amount which is due under a Financing Contract owed to the Seller by an Obligor

including for the avoidance of doubt but without limitation the Collections and the Ancillary Rights relating to

such Receivable

Receivables Purchase Agreement means the document entitled Receivables Purchase Agreement and

entered into between the Issuer the Seller the Servicer and the Trustee dated on or about the Closing Date

Receiver or receiver means any receiver or administrative receiver who (in the case of an administrative

receiver) is a qualified person in accordance with the Insolvency Act and who is appointed by the Trustee under

the Deed of Charge in respect of the Issuer Security and includes more than one such receiver and any

substituted receiver

Reference Banks means (i) the banks named as such in Condition 66 (Interest - Interest Rates on the Notes)

or (ii) such other banks (being at least three in number) as may (with the prior written approval of the Trustee)

from time to time be appointed as such by the Issuer in accordance with the Conditions

Regulated Financing Contracts means a Financing Contract which is regulated by the CCA

201

Relevant Date means in respect of any Notes the date on which payment in respect thereof first becomes due

or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of

the amount outstanding is made or (if earlier) the date seven days after the date on which notice is duly given to

the Noteholders in accordance with Condition 20 (Notices to Noteholders) that upon further presentation of the

Notes being made in accordance with the Conditions such payment will be made provided that payment is in

fact made upon such presentation

Replacement Swap Counterparty means

(a) upon the termination of the Interest Rate Swap Agreement and replacement of the Interest Rate Swap

Counterparty andor

(b) upon the termination of the Currency Swap Agreement and replacement of the Currency Swap

Counterparty

such replacement swap counterparty

Replacement Swap Premium means any replacement swap premium payable or received by the Issuer to or

from a Replacement Swap Counterparty as a result of the termination of the Interest Rate Swap Agreement or

the Currency Swap Agreement (as applicable) and the replacement of the Interest Rate Swap Counterparty or

Currency Swap Counterparty (as applicable) with a Replacement Swap Counterparty

Replenishment Amount means on any Calculation Date occurring during the Revolving Period the

difference if positive between the aggregate GBP Equivalent Principal Amount Outstanding of all Notes as at

that Calculation Date and the aggregate of (a) the Performing Principal Outstanding Amount of the Loans as

calculated on the relevant Calculation Date and (b) the Initial Cash Reserve Amount

Replenishment Ledger means the ledger to be created and maintained in the Issuer Account to record the


Repurchase Amount means the amount payable by the Seller to the Issuer pursuant to the Receivables

Purchase Agreement in relation to Non-Conforming Receivables which amount shall be the Principal Balance of

the relevant Receivables together with any interest that has accrued as at the relevant Repurchase Date

Repurchase Date means any date on which Receivables are repurchased by the Seller following a Repurchase

Event

Repurchase Event means the retransfer of a Non-Conforming Receivable pursuant to the terms of the



(a) with respect to Moodys the long-term unsecured and unsubordinated debt or counterparty obligations

must be rated at least Baa1 by Moodys or

(b) with respect to SampP the minimum required ratings for the SampP Option then in effect pursuant to the

Interest Rate Swap Agreement or Currency Swap Agreement as applicable

Retained Interest means the randomly selected Receivables with an aggregate Principal Balance equal to at

least 5 of the Principal Balance of the Purchased Receivables that the Seller will retain and the Principal

Balance of which may be reduced over time by amongst other things amortisation allocation of losses or

defaults on the underlying Receivables

Revolving Period means the period commencing on the Closing Date and ending on the Amortisation Date

SampP means Standard amp Poors Credit Market Services Europe Limited or any successor to its rating business

Scottish Declaration of Trust means the declaration of trust to be granted by the Seller in favour of the Issuer

pursuant to Clause 34 (Sale of Initial Purchased Receivables) and Clause 46 (Sale of Additional Purchased


202

Scottish Financing Contract means any Financing Contract entered into with either (a) Obligors who are (i)

consumers and (ii) resident in Scotland or (b) Obligors where the relevant Financed Object is located in Scotland

to the extent that such Financing Contracts are governed by Scots law

Scottish Receivables means all Purchased Receivables derived from Scottish Financing Contracts

Scottish Trust means any trust in respect of Scottish Receivables constituted pursuant to the procedures

referred to in the Receivables Purchase Agreement

Scottish Trust Property means the benefit of the Scottish Receivables and all Collections received in respect

of such Scottish Receivables together with all funds property interest right title and proceeds deriving from

or relating to such Scottish Receivables which the Seller is required to hold on trust for the Issuer

Scottish Vehicle Sales Proceeds means vehicle sale proceeds in respect of Scottish Receivables

Scottish Vehicle Sales Proceeds Floating Charge means the Scots law governed floating charge granted by

the Seller in favour of the Issuer in respect of the Scottish Vehicle Sales Proceeds pursuant to clause 34 of the


Secured Obligations means all duties and liabilities of the Issuer which the Issuer has covenanted with the

Trustee to pay to the Noteholders the Couponholders and the other Transaction Creditors pursuant to Clause 2

(The Issuers Covenant to Pay) of the Deed of Charge

Seller means FRB London

Senior Notes means the Class A1 Notes the Class A2 Notes and the Class B Notes and each a Senior Note

Servicer means FRB London unless the engagement of FRB London as servicer of the Issuer is terminated in

which case Servicer shall mean the replacement Servicer (if any)

Servicer Fee means

(a) in the case of the Servicer Fee to be paid on the first Payment Date falling 20 January 2017 an amount

equal to the Servicer Fee Rate applied to the Aggregate Initial Cut-Off Date Principal Balance divided

by 365 and multiplied by 51 (being the number of calendar days between the Closing Date and 20

January 2017) and

(b) for each subsequent Monthly Period one-twelfth of the Servicer Fee Rate multiplied by the Aggregate

Principal Balance as at the beginning of the preceding Monthly Period

Servicer Fee Rate means 01 per annum

Servicer Replacement Event means either of the following events

(a) any delay or failure (and such failure is (if capable of remedy) not remedied within three Business Days

of notice of such failure being given) by the Servicer to duly observe or perform in any material respect

any of its covenants or agreements which delay or failure materially and adversely affects the rights of

the Issuer the Trustee or the Noteholders provided that such delay or failure of performance will not

constitute a Servicer Replacement Event for a period of 150 days if such delay or failure was caused by

an event beyond the reasonable control of the Servicer an act of God or other similar occurrence or


Servicing Agreement means the servicing agreement between the Servicer the Issuer the Seller the Cash


Servicing Report shall have the meaning ascribed to such term in the Master Framework Agreement

Servicing Report Delivery Failure will occur in the event that the Cash Manager does not receive or there is

a delay in the receipt of some or all the information necessary for it to prepare the Investor Report in respect of

any Calculation Date

203

Servicing Report Performance Date means 12 December 2016 and in respect of each subsequent calendar

month the 10th day of each calendar month or if this is not a Business Day the next succeeding Business Day

SFTR means Regulation (EU) No 20152365 of the European Parliament and of the Council of 25 November

2015 of transparency of securities financing transactions and of reuse and amending Regulation (EU) No

6482012 and known as the Securities Financing Transactions Regulation

Signing Date means 28 November 2016

South Africa means the Republic of South Africa

Specified Cash Reserve Account Required Balance means an amount determined

(a) on the Closing Date as being equal to 07 of the Aggregate Initial Cut-Off Date Principal Balance or


(i) on each Calculation Date prior to the end of the Revolving Period 13 of the Aggregate

Initial Cut-Off Date Principal Balance or

(ii) after the end of the Revolving Period on each Calculation Date prior to the earlier of (x) the

redemption in full of the Senior Notes or (y) the Payment Date on which the GBP Equivalent

Principal Amount Outstanding of the Senior Notes becomes equal to or less than the balance

standing to the credit of the Cash Reserve Account immediately prior to such Payment Date

13 of the Aggregate Principal Balance as at the end of the immediately preceding Monthly

Period subject to a minimum of 05 of the Aggregate Initial Cut-Off Date Principal Balance

or

(iii) on each Calculation Date following the earlier of (x) the redemption in full of the Senior Notes

(y) the Payment Date on which the GBP Equivalent Principal Amount Outstanding of the

Senior Notes becomes equal to or less than the balance standing to the credit of the Cash

Reserve Account immediately prior to such Payment Date or (z) the Payment Date preceding

the Final Maturity Date zero

Standard Form Contract means the standard forms of Financing Contracts listed in Schedule 6 to the Master

Framework Agreement

Sterling Pounds Sterling GBP and pound denote the lawful currency for the time being of the United

Kingdom of Great Britain and Northern Ireland

Subordinated Termination Payment means the excess of (i) any Swap Termination Payment due and

payable by the Issuer to the Interest Rate Swap Counterparty under the Interest Rate Swap Agreement following

termination of the Interest Rate Swap Agreement as a result of the occurrence of any Event of Default or

Termination Event (other than a Tax Event Force Majeure Illegality (in each case as defined in the Swap

Agreement) or an Additional Termination Event set out in Parts 1(p)(i) to (iv) of the schedule to the Swap

Agreement) where the Interest Rate Swap Counterparty is the Defaulting Party or the sole Affected Party (as

applicable and in each case as defined in the Swap Agreement) or (ii) any Swap Termination Payment due and

payable by the Issuer to the Currency Swap Counterparty under the Currency Swap Agreement following

termination of the Currency Swap Agreement as a result of the occurrence of any Event of Default or


Agreement) an Additional Termination Event set out in Parts 1(p)(i) to (iv) of the schedule to the Swap

Agreement or an Additional Termination Event set out in paragraphs 5(A) and (B) of the Currency Swap

Agreement) where the Currency Swap Counterparty is the Defaulting Party or the sole Affected Party (as

applicable and in each case as defined in the Swap Agreement) (as applicable) over any amounts paid by any

Replacement Swap Counterparty to the Issuer in relation to such Event of Default or Termination Event

Subscription Agreement means the subscription agreement between the Issuer the Seller the Originator the

Joint Lead Managers the Joint Bookrunners and the Joint Arrangers dated on or about the Signing Date

Subscription Notes means the Class A1 Notes the Class A2 Notes and the Class B Notes

204

Swap Agreement means the 1992 ISDA Master Agreement (Multicurrency - Cross Border) the associated

schedule and the Swap Credit Support Document in each case dated on or about the Closing Date and entered

into between the Issuer and Wells Fargo Bank NA acting through its London branch

Swap Amounts means in respect of a Payment Date amounts calculated pursuant to the terms of the Interest

Rate Swap Agreement and the Currency Swap Agreement in each case on such Payment Date but excluding

(a) any transfers of Swap Collateral to be made under the Swap Credit Support Document

(b) any Swap Termination Payment then due to the Interest Rate Swap Counterparty or the Currency Swap

Counterparty (as applicable)

(c) any payments to be made in respect of any Replacement Swap Premium and

(d) any payments to be made by the Issuer to the Interest Rate Swap Counterparty or the Currency Swap

Counterparty (as applicable) in respect of Tax Credits (as defined in the Swap Agreement) received by

the Issuer in respect of the Interest Rate Swap Agreement or the Currency Swap Agreement (as

applicable)

Swap Collateral means any collateral posted in accordance with the Swap Credit Support Document

Swap Collateral Cash Account means the Sterling account in the name of the Issuer account number

14476160 andor the Euro account in the name of the Issuer account number 86576218 as applicable opened

by the Issuer at the Account Bank into which cash amounts of Swap Collateral are transferred pursuant to the


Swap Collateral Custody Account means an account in the name of the Issuer opened by the Issuer and

located in England and Wales into which securities are transferred as Swap Collateral pursuant to the terms of

the Swap Credit Support Document

Swap Counterparty means the Interest Rate Swap Counterparty andor the Currency Swap Counterparty as

applicable

Swap Credit Support Document means the credit support annex to the Swap Agreement in the form of a

1995 ISDA Credit Support Annex (Transfer English Law)

Swap Guarantor means in respect of the Interest Rate Swap Counterparty andor the Currency Swap

Counterparty as applicable such guarantor as may be appointed in accordance with the provisions of the

Interest Rate Swap Agreement andor the Currency Swap Agreement as applicable

Swap Termination Payment means a payment due to the Interest Rate Swap Counterparty or the Currency

Swap Counterparty (as applicable) by the Issuer or a payment due to the Issuer by the Interest Rate Swap

Counterparty or the Currency Swap Counterparty (as applicable) including interest that may accrue thereon

under the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) as a result of the

termination of the Interest Rate Swap Agreement or the Currency Swap Agreement (as applicable) due to the

occurrence of an Event of Default or Termination Event (in each case as defined in the Swap Agreement) For

the avoidance of doubt any such payment shall include any amount due to the Interest Rate Swap Counterparty

or the Currency Swap Counterparty (as applicable) under the Interest Rate Swap Agreement or the Currency

Swap Agreement (as applicable) where the Interest Rate Swap Counterparty or the Currency Swap Counterparty

(as applicable) is the Defaulting Party or the Affected Party (in each case as defined in the Swap Agreement) but

shall exclude any Subordinated Termination Payment

TARGET2 means the Trans-European Automated Real-time Gross settlement Express Transfer system

TARGET2 Day means any day on which TARGET2 is open

Tax Authority means any government state municipal local federal or other fiscal revenue customs or

excise authority body or official anywhere in the world including HM Revenue amp Customs (and any

successor thereto)

205

Taxes means any present or future taxes levies duties charges fees deductions or withholdings of any

nature whatsoever (and whatever called) imposed assessed or levied by any competent fiscal authority having

power to tax and shall include any interest or penalties which may attach as a consequence of failure to pay on

the due date andor non-payment and Tax Taxation taxes tax and similar words shall be construed

accordingly

Temporary Global Note means in respect of each Class of Notes the temporary global bearer note without

Coupons or talons attached as more specifically described in Condition 2 (Form Denomination and Title)

Transaction Creditors means the Noteholders the Couponholders the Trustee any Receiver the Paying

Agent the Agent Bank the Account Bank the Cash Manager the Corporate Services Provider the Servicer the

Back-up Servicer the Interest Rate Swap Counterparty the Currency Swap Counterparty the Joint Lead

Managers and any other Person expressed from time to time to be a Transaction Creditor

Transaction Documents means the Trust Deed the Deed of Charge the Paying Agency Agreement the Cash

Management Agreement the Account Agreement the Swap Agreement the Interest Rate Swap Agreement the

Currency Swap Agreement the Receivables Purchase Agreement the Servicing Agreement the Back-up

Servicing Agreement the Corporate Services Agreement the Assignation in Security and the Scottish

Declaration of Trust the Scottish Vehicle Sales Proceeds Floating Charge the Amendment and Restatement

Deed relating to a Collection Accounts Declaration of Trust the Collection Accounts Declaration of Trust the

Class C Note Purchase Agreement the Class D Note Purchase Agreement the Class E Note Purchase

Agreement the Master Framework Agreement and the Issuer-ICSDs Agreement

Transaction Parties means the Issuer the Seller the Servicer the Corporate Services Provider the Cash

Manager the Back-up Servicer the Account Bank the Trustee the Paying Agent the Class C Note Purchaser

the Class D Note Purchaser the Class E Note Purchaser the Common Safekeeper the Agent Bank the Interest

Rate Swap Counterparty the Currency Swap Counterparty and any other party to a Transaction Document and

Transaction Party means any of them

Trust Deed means the Trust Deed dated on or about the Closing Date and entered into by the Issuer and the

Trustee

Trustee means Wells Fargo Trust Corporation Limited

UK or the United Kingdom means the United Kingdom of Great Britain and Northern Ireland

United Kingdom Tax Authority means Her Majestys Revenue amp Customs

Value Added Tax and VAT mean

(a) in the United Kingdom value added tax as provided for in the Value Added Tax Act 1994 (VATA)

(as amended or re-enacted in each case from time to time) and legislation supplemental thereto

(b) in any EU Member State (as defined in section 96 VATA) the tax levied in any such EU Member State

pursuant to the Council Directive of 28 November 2006 on the harmonisation of the laws of the EU

Member States relating to turnover taxes - common system of value added tax uniform basis of

assessment - Directive 2006112EC and

(c) outside the United Kingdom and any EU Member State any tax of a similar nature to value added tax

(including without limitation sales tax)

in each case at the rate in force when the relevant supply is made and includes any tax of a similar nature

substituted for or levied in addition to such tax

VAT Adjustment Amount means an amount to be paid by the Servicer to the Issuer pursuant to the Servicing

Agreement being an amount equal to the reduction in the amount of VAT payable (either by way of Regulation

38 of the Value Added Tax Regulations 1995 or by way of bad debt relief under s36 VATA) to HM Revenue amp

Customs by the Seller in respect of Financed Objects following the termination or enforcement of the relevant

Financing Contracts net of any additional VAT payable to HM Revenue amp Customs by the Seller in respect of

any subsequent disposal of Financed Objects

206

VAT Component means the amount of each payment made in respect of a Receivable which represents

payment in respect of the VAT charged on the original sale of the Financed Object to which the Receivable

relates

Volcker Rule means Section 619 of the Dodd-Frank Act and any relevant implementing provisions thereof

Voluntarily Terminated Receivable means a Purchased Receivable in relation to which a Voluntary

Termination has been exercised

Voluntary Termination means the termination of a Regulated Financing Contract by the relevant Obligor

pursuant to section 99 of the CCA at any time before the last payment thereunder falls due

Weighted Average Effective Rate means the weighted average of the Effective Rates applicable to the

Purchased Receivables in the Portfolio

Weighted Average Original LTV means the weighted average of the Original LTVs of the Purchased


Weighted Average Remaining Term means the weighted average of the outstanding time to maturity under

each of the Purchased Receivables in the Portfolio

In this Glossary of Defined Terms words denoting the singular number only shall also include the plural number

and vice versa words denoting one gender only shall include the other genders and words denoting individuals

only shall include firms and corporations and vice versa

For the avoidance of doubt and unless the context otherwise requires any references to ratings or rating in

this Prospectus are to ratings assigned by the specific Rating Agencies only

2 FORM DENOMINATION AND TITLE

21 The issue of the Class A Notes is in an aggregate principal amount of pound49154619843 comprising (i)

pound385000000 of Class A1 Notes and (ii) euro125000000 of Class A2 Notes (converted from Euro to Sterling at

the Exchange Rate) the issue of the Class B Notes is in an aggregate principal amount of pound58400000 the issue

of the Class C Notes is an aggregate principal amount of pound8500000 the issue of the Class D Notes is an

aggregate principal amount of pound9720000 and the issue of the Class E Notes is an aggregate principal amount of

pound3980000 (each a Principal Amount)

22 The Class A Notes the Class B Notes the Class C Notes the Class D Notes and the Class E Notes will initially

each be represented by a temporary global note in bearer form (a Temporary Global Note) without Coupons

or receipts attached The Temporary Global Note for each class of Notes will be exchangeable for Notes

represented by a permanent global note in bearer form (a Permanent Global Note) without Coupons or

receipts attached The Temporary Global Note and the Permanent Global Note for each class of Notes shall

together be referred to as the Global Note The Temporary Global Notes and the Permanent Global Notes

shall be kept with a common safekeeper (the Common Safekeeper) for Clearstream Luxembourg and

Euroclear on the Closing Date Upon deposit of the Temporary Global Notes Clearstream Luxembourg or

Euroclear (as the case may be) will credit each subscriber of each of the Notes with the principal amount of

Notes equal to the aggregate principal amount thereof for which it had subscribed and paid The Temporary

Global Notes and the Permanent Global Notes bear the signature of a director of the Issuer and will be

authenticated by an authorised signatory of BNP Paribas Securities Services Luxembourg Branch as the Paying

Agent

23 Interests in each Temporary Global Note are exchangeable 40 days after the Closing Date provided certification

of non-US beneficial ownership by the relevant Noteholders has been received for interests in a Permanent

Global Note (which will also be kept with the Common Safekeeper) representing the Notes without Coupons or

receipts attached On exchange of a Temporary Global Note for a Permanent Global Note the Permanent Global

Note will remain kept with the Common Safekeeper The Permanent Global Notes will only be exchangeable for

Definitive Notes in certain limited circumstances described below

207

24 The interests in the Notes are transferable in accordance with the rules and procedures for the time being of

Clearstream Luxembourg and Euroclear as appropriate

25 If while any of the Notes are represented by a Permanent Global Note (i) either Clearstream Luxembourg or

Euroclear is closed for business for a continuous period of 14 days (other than by reason of holiday statutory or

otherwise) or announces an intention permanently to cease business or does in fact do so and no other clearing

system acceptable to the Trustee is then in existence or (ii) as a result of any amendment to or change in the

laws or regulations of the United Kingdom (or of any political sub-division thereof) or of any United Kingdom

Tax Authority or in the interpretation or administration of such laws or regulations which becomes effective on

or after the Closing Date the Issuer or any Paying Agent is or will on the next Payment Date be required to

make any deduction or withholding for or on account of Tax from any payment in respect of the Notes which

would not be required were such Notes in definitive form then the Issuer will issue Definitive Notes in respect

of the Notes in exchange for the whole outstanding interest in each Permanent Global Note at the request of the

bearer of the Permanent Global Note against presentation and surrender of the Permanent Global Note to the

Paying Agent

26 Definitive Notes (which if issued will be issued in minimum denominations of (i) in respect of the Class A1

Notes Class B Notes Class C Notes the Class D Notes and Class E Notes pound100000 and higher integral

multiples of pound1000 or (ii) in respect of the Class A2 Notes euro100000 and higher integral multiples of euro1000)

will be serially numbered and will be issued in bearer form with Coupons receipts for payments of principal and

talons for other coupons and receipts attached Title to the Definitive Notes Coupons and receipts shall pass by

delivery

27 The holder of any Note Coupon or receipt shall (to the fullest extent permitted by applicable laws) be deemed

and treated at all times by all persons and for all purposes (including the making of any payments) as the

absolute owner of such Note Coupon or receipt as the case may be regardless of any notice of ownership theft

or loss of any trust or other interest therein or of any writing thereon

3 STATUS AND RANKING OF THE NOTES

31 The Notes and the Coupons constitute limited recourse direct unconditional unsubordinated and secured

obligations of the Issuer In respect of payments of interest or principal respectively the Class A Notes rank pari

passu without preference or priority amongst themselves and following the delivery of an Enforcement Notice

ahead of the Class B Notes the Class C Notes the Class D Notes and the Class E Notes The Class B Notes rank

pari passu without preference or priority amongst themselves and following the delivery of an Enforcement

Notice ahead of the Class C Notes the Class D Notes and the Class E Notes The Class C Notes rank pari passu

without preference or priority amongst themselves and following the delivery of an Enforcement Notice ahead

of the Class D Notes and the Class E Notes The Class D Notes rank pari passu without preference or priority

amongst themselves and following the delivery of an Enforcement Notice ahead of the Class E Notes The

Class E Notes rank pari passu without preference or priority amongst themselves Payments of interest or

principal on the Class A1 Notes and the Class A2 Notes (other than in the case of the Class A2 Notes the

Currency Swap Deferred Interest Amounts or the Currency Swap Deferred Principal Amounts if any) shall rank

pari passu and pro rata

32 The Notes and the Coupons are obligations solely of the Issuer and are not obligations of or guaranteed by any

of the other parties to the Transaction Documents

33 Prior to the occurrence of an Enforcement Event and the delivery of an Enforcement Notice the Issuer is

required to apply the Available Distribution Amount in accordance with the Pre-Enforcement Order of Priority

(as set out in Condition 8 (Payments) and Condition 7 (Redemption and Cancellation)) and following the

delivery of an Enforcement Notice in accordance with the Post-Enforcement Order of Priority (as set out in

Condition 13 (Enforcement))

34 The Trust Deed contains provisions requiring the Trustee to have regard to the interests of the Noteholders

equally as regards all rights powers trusts authorities duties and discretions of the Trustee (except where

expressly provided otherwise) but requiring the Trustee in any such case (a) to have regard only to the interests

of the holders of the Class A Notes then outstanding if in the Trustees opinion there is a conflict between

(i) the interests of the Class A Noteholders and (ii) the interests of the Class B Noteholders andor the Class C

208

Noteholders andor the Class D Noteholders andor the Class E Noteholders and (b) subject to (a) to have

regard only to the interests of the holders of the Class B Notes then outstanding if in the Trustees opinion there

is a conflict between (i) the interests of the Class B Noteholders and (ii) the interests of the Class C Noteholders

andor the Class D Noteholders andor the Class E Noteholders and (c) subject to (a) and (b) to have regard only

to the interests of the holders of the Class C Notes then outstanding if in the Trustees opinion there is a conflict

between (i) the interests of the Class C Noteholders and (ii) the interests of the Class D Noteholders andor the

interests of the Class E Noteholders

35 So long as any of the Notes remain outstanding in the exercise of its rights authorities and discretions under the

Transaction Documents the Trustee is not required to have regard to the interests of the other Transaction

Creditors

36 The Trust Deed contains provisions limiting (i) the power of the Class B Noteholders the Class C Noteholders

the Class D Noteholders and the Class E Noteholders inter alia to request or direct the Trustee to take any

action or to pass an effective Extraordinary Resolution according to the effect thereof on the interests of the

Class A Noteholders (ii) the power of the Class C Noteholders the Class D Noteholders and the Class E

Noteholders inter alia to request or direct the Trustee to take any action or to pass an effective Extraordinary

Resolution according to the effect thereof on the interests of the Class B Noteholders (iii) the power of the Class

D Noteholders and the Class E Noteholders inter alia to request or direct the Trustee to take any action or to

pass an effective Extraordinary Resolution according to the effect thereof on the interests of the Class C

Noteholders and (iv) the power of the Class E Noteholders inter alia to request or direct the Trustee to take any


Class D Noteholders

37 Except in certain circumstances involving a Basic Terms Modification the Trust Deed contains (a) no such

limitation on the powers of the Class A Noteholders by reference to the effect thereof on the interests of the

Class B Noteholders the Class C Noteholders the Class D Noteholders and the Class E Noteholders the

exercise of which will be binding on all such Class B Noteholders Class C Noteholders Class D Noteholders

and Class E Noteholders irrespective of the effect thereof on their interests (b) no such limitation on the powers

of the Class B Noteholders by reference to the effect thereof on the interests of the Class C Noteholders Class D

Noteholders and the Class E Noteholders the exercise of which will be binding on the Class C Noteholders the

Class D Noteholders and Class E Noteholders irrespective of the effect thereof on their interests (c) no such

limitation on the powers of the Class C Noteholders by reference to the effect thereof on the interests of the

Class D Noteholders and the Class E Noteholders the exercise of which will be binding on the Class D

Noteholders and the Class E Noteholders irrespective of the effect thereof on their interests and (d) no such

limitation on the powers of the Class D Noteholders by reference to the effect thereof on the interests of the

Class E Noteholders the exercise of which will be binding on the Class E Noteholders irrespective of the effect

thereof on their interests

38 In determining whether the exercise of any right power trust authority duty or discretion by it under or in

relation to the Conditions andor any of the Transaction Documents is materially prejudicial to the interests of

the Class A Noteholders or the Class B Noteholders or the Class C Noteholders or the Class D Noteholders or

the Class E Noteholders the Trustee may take into account any things it may consider necessary andor

appropriate in its absolute discretion

39 Only the assets comprised in the Issuer Security shall be available to satisfy the Secured Obligations

Accordingly recourse against the Issuer in respect of such obligations shall be limited to the assets comprised in

the Issuer Security and the claims of the Transaction Creditors against the Issuer under the Transaction

Documents may only be satisfied to the extent of the assets comprised in the Issuer Security Once the assets

comprised in the Issuer Security have been realised and the proceeds applied in accordance with the applicable


(a) neither the Trustee nor any other Transaction Creditor shall be entitled to take any further steps or other

action against the Issuer to recover any sums due but unpaid


209

(c) neither the Trustee nor any Transaction Creditor shall be entitled to petition or take any other step for

the winding up or administration of the Issuer

4 SECURITY

As continuing security for the payment or discharge of the Secured Obligations and subject always to the right

of redemption of the Issuer the Issuer will create in favour of the Trustee for itself and on trust for the

Transaction Creditors in accordance with the terms of the Deed of Charge

(a) an assignment by way of first fixed security of the benefit of all of its present and future right title and

interest to in and under the Purchased Receivables

(b) an assignment by way of first fixed security of the benefit of all of its present and future right title and

interest to in and under


(ii) each other contract agreement deed (other than the Trust Deed the Deed of Charge and

Assignation in Security) and document present and future to which the Issuer is or becomes a

party including without limitation all rights to receive payment of any amounts which may

become payable to the Issuer thereunder and all payments received by the Issuer thereunder

from time to time all rights to serve notices andor make demands thereunder andor to take

such steps as are required to cause payments to become due and payable thereunder and all

rights of action in respect of any breach thereof and all rights to receive damages or obtain

other relief in respect thereof

(c) first fixed security over the benefit of all of its present and future right title and interest to in and under

any Permitted Investment

(d) a first fixed charge over the benefit of each account of the Issuer other than any such accounts situated

outside England and Wales (and any replacement therefor) and all of its other book debts present and

future the proceeds of the same and all other moneys due and payable to it and the benefit of all rights

securities and guarantees of any nature enjoyed or held by it in relation to any of the foregoing and

(e) a first floating charge over the whole of the Issuers undertaking and all the Issuers property assets and

rights whatsoever and wheresoever present and future including without limitation the Issuers

uncalled capital except to the extent otherwise charged or secured under the Deed of Charge (but

excepting from such exclusion the whole of the Issuers undertaking property assets and rights situated

in Scotland or otherwise governed by Scots law all of which are charged by the floating charge thereby

created)

In addition as continuing security for the payment or discharge of the Secured Obligations the Issuer will grant

the Assignation in Security in favour of the Trustee for itself and on trust for the Transaction Creditors

5 ISSUER COVENANTS

51 Save as permitted by the Transaction Documents the Issuer Covenants contain certain covenants in favour of

the Trustee on behalf of itself and the Transaction Creditors from the Issuer which amongst other things restrict

the ability of the Issuer to create or incur any indebtedness dispose of assets or change the nature of its business

52 The Issuer undertakes

(a) to provide to the Trustee the Rating Agencies and the Paying Agent or to procure that the Trustee the

Rating Agencies and the Paying Agent are provided with

(i) the Financial Statements and

(ii) the Investor Reports and

(b) to publish or procure the publication of the Investor Reports on

httpgctabsreportingbnpparibascomindexjsp and on Bloomberg (or another similar financial news

210

media or web site) except to the extent that disclosure of such financial information would at that time

breach any law regulation Irish Stock Exchange requirement or rules of any applicable regulatory

body to which the Issuer is subject

The Financial Statements and the Investor Reports will be available for inspection by the Noteholders during

normal business hours on any Business Day and upon written request at the specified office for the time being

of the Paying Agent Upon receipt of such information the Paying Agent will upon written request by a

Noteholder to the Paying Agent and confirmation satisfactory to the Paying Agent of its current holding of the

Notes post to it the most recent Investor Report held by the Paying Agent

53 So long as any of the Notes remains outstanding the Issuer will procure that there will at all times be a cash

manager (which shall on the Closing Date be BNP Paribas Securities Services Luxembourg Branch) in respect

of the monies from time to time standing to the credit of the Accounts and any other account of the Issuer from

time to time Any appointment of a substitute cash manager by the Issuer is subject to amongst other things

such substitute cash manager entering into an agreement in the form of (and on substantially the same terms as)

the Cash Management Agreement and such appointment not resulting in a ratings downgrade Any resignation

by the Cash Manager or a termination of its appointment will not take effect until a substitute cash manager

previously approved in writing by the Trustee has been duly appointed

54 The counterparties of the Transaction Documents are not liable to procure the Issuers compliance with its

covenants

6 INTEREST

Period of Accrual

61 The Notes shall bear interest from (and including) the Closing Date Each Note (or in the case of the redemption

of part only of a Note that part only of such Note) shall cease to bear interest from its due date for redemption

unless upon due presentation payment of the relevant amount of principal or any part thereof is improperly

withheld or refused In such event interest will continue to accrue thereon (before and after any decree or

judgment) at the rate applicable to such Note up to (but excluding) the date on which on presentation of such

Note payment in full of the relevant amount of principal is made or (if earlier) seven days after the date notice is

duly given by the Paying Agent to the holder thereof (in accordance with Condition 20 (Notices to Noteholders))

that upon presentation thereof such payment will be made provided that upon such presentation such

payment is in fact made

Payment Dates and Interest Periods

62 Interest on the Notes is payable monthly in arrears on the 20th of each calendar month or in the event such day

is not a Business Day then on the next following Business Day unless that day falls in the next calendar month

in which case the date will be the first preceding day that is a Business Day (each a Payment Date) in respect

of the Interest Period ending immediately prior thereto

In the event of an Interest Shortfall arising in respect of any Note (excluding the Most Senior Class Outstanding

whilst the Most Senior Class Outstanding is a Senior Note) the payment of such Accrued Interest remaining

unpaid on that Payment Date shall be deferred to the next Payment Date subject to the provisions of this

Condition 62 provided that the payment of such shortfall shall not be deferred beyond the Final Maturity Date

or any other date on which the Notes are to be redeemed in full On such date any amount which has not by then

been paid in full shall become due and payable Interest will not accrue on any such deferred Accrued Interest

irrespective of the period for which it remains outstanding (other than in respect of the Class C Notes where

interest will accrue on any deferred Accrued Interest) No Accrued Interest payable in relation to the Most

Senior Class Outstanding whilst the Most Senior Class Outstanding is a Senior Note shall be deferred pursuant

to this Condition 62

Currency Swap Deferred Interest and Currency Swap Excess Interest

63 In respect of the Class A2 Notes only if the Currency Swap Agreement has been terminated and no replacement


211

(a) to the extent that on such Payment Date the relevant Sterling amount payable by the Issuer and which

the Issuer would have been required to pay to the Currency Swap Counterparty under the Currency

Swap Agreement on such Payment Date had the Currency Swap Agreement not been terminated (once

converted into Euro at the spot rate by the Cash Manager) is less than the Interest Amount due and

payable on the Class A2 Notes on such Payment Date the shortfall amounts (such amounts being the

Currency Swap Deferred Interest Amounts) shall be paid firstly from any Currency Swap Excess

Amounts available to pay Currency Swap Deferred Interest Amounts and secondly from the Available

Distribution Amount as a subordinated item in the Pre-Enforcement Order of Priority with the payment

of any remainder being deferred until a Payment Date when there are either Currency Swap Excess

Amounts or funds under the Pre-Enforcement Order of Priority available to pay such Currency Swap

Deferred Interest Amounts and

(b) to the extent that on such Payment Date the relevant Sterling amount payable by the Issuer and which



converted into Euro at the spot rate by the Cash Manager) is greater than the Interest Amount due and

payable on the Class A2 Notes on such Payment Date the excess amounts (such amounts being the

Currency Swap Excess Interest Amounts) shall be used to pay firstly any Currency Swap Deferred

Interest Amounts and secondly any Currency Swap Deferred Principal Amounts with any excess being

transferred to the Currency Swap Reserve Account for application (subject to the terms of the

Transaction Documents) on subsequent Payment Dates to pay firstly any Currency Swap Deferred

Interest Amounts and secondly any Currency Swap Deferred Principal Amounts or towards the

purchase on any future date of a replacement currency swap for the Class A2 Notes

64 In respect of the Class A2 Notes only upon the termination of the Currency Swap Agreement and the

subsequent entry into a replacement currency swap no new Currency Swap Deferred Interest Amounts or

Currency Swap Excess Interest Amounts will arise and any then existing Currency Swap Excess Interest

Amounts will form part of the Available Distribution Amount for the related Payment Date (following payment

on such Payment Date of any outstanding Currency Swap Deferred Amounts and will be paid in accordance

with the relevant Priority of Payments)


currency swap has been entered into then on a Payment Date on or after the delivery of an Enforcement Notice

any outstanding Currency Swap Deferred Interest Amounts shall be paid in accordance with the Post-


Interest Rates on the Notes

66 The interest rate applicable to the Class A1 Notes shall be equivalent to LIBOR (as determined in accordance

with the provisions below) for Sterling deposits plus 060 per annum (the Class A1 Margin) provided that

the interest rate applicable to the Class A1 Notes shall be zero if LIBOR plus the Class A1 Margin is an amount

less than zero (the Class A1 Notes Interest Rate) for each Interest Period The interest rate applicable to the

Class A2 Notes shall be equivalent to EURIBOR (as determined in accordance with the provisions below) plus

045 per annum (the Class A2 Margin) provided that the interest rate applicable to the Class A2 Notes shall

be zero if EURIBOR plus the Class A2 Margin is an amount less than zero (the Class A2 Notes Interest Rate)

for each Interest Period The interest rate applicable to the Class B Notes shall be equivalent to LIBOR (as

determined in accordance with the provisions below) for Sterling deposits plus 150 per annum (the Class B

Margin) provided that the interest rate applicable to the Class B Notes shall be zero if LIBOR plus the Class B

Margin is an amount less than zero (the Class B Notes Interest Rate) for each Interest Period The interest

rate applicable to the Class C Notes shall be 300 per annum (the Class C Notes Interest Rate) for each

Interest Period The interest rate applicable to the Class D Notes shall be 525 per annum (the Class D Notes

Interest Rate) for each Interest Period The interest rate applicable to the Class E Notes shall be 1500 per

annum (the Class E Notes Interest Rate) for each Interest Period Each of the Class A1 Notes Interest Rate

Class A2 Notes Interest Rate Class B Notes Interest Rate Class C Notes Interest Rate the Class D Notes

Interest Rate and Class E Notes Interest Rate shall be an Interest Rate

LIBOR will be determined by the Agent Bank on the following basis

212

(a) at or about 1100 am on the Payment Date on which the relevant Interest Period commences (each

such day a LIBOR Determination Date) the Agent Bank will determine the offered quotation to

leading banks in the London interbank market (LIBOR) for one month Sterling deposits or in the

case of the first Interest Period from (and including) the Closing Date to (but excluding) the Payment

Date falling on 20 January 2017 an interpolation of the LIBOR for 1 and 2 month Sterling deposits

(rounded to three decimal places with the mid-point rounded up) by reference to the display designated

as the Intercontinental Exchange Benchmark Association rate as quoted on the Reuters ltLIBOR=gt

page (the LIBOR Screen Rate) If the agreed page is replaced or service ceases to be available the

Agent Bank may specify another page or service displaying the appropriate rate after consultation with

the Trustee and the Paying Agent or

(b) if the LIBOR Screen Rate is not then available for Sterling or for the Interest Period the arithmetic

mean of the rates (rounded to five decimal places with the mid-point rounded up) as supplied to the

Agent Bank at its request by the principal London office of each of The Royal Bank of Scotland plc

Barclays Bank plc and Citibank NA or such other banks (being at least three in number) which the

Agent Bank (in consultation with the Trustee and the Paying Agent) may appoint from time to time (the

Reference Banks) at or about 1100 am on the LIBOR Determination Date for the offering of

deposits to the leading banks in the London interbank market in Sterling and for a period comparable to

the Interest Period for the Notes If on any LIBOR Determination Date only two of three of the

Reference Banks provide such offered quotations to the Agent Bank the relevant rate shall be

determined arithmetic mean of the rates (rounded to five decimal places with the mid-point rounded

up) on the basis of the offered quotations of those Reference Banks providing such quotations If on

any such LIBOR Determination Date only one quotation is provided as requested the rate for that

LIBOR Determination Date will be the arithmetic mean (rounded to five decimal places with the mid-

point rounded up) of the rates quoted by alternative leading banks in London selected by the Agent

Bank (which bank or banks is or are in the opinion of the Trustee suitable for such purpose) or

(c) if no Reference Bank has been appointed or if Reference Banks have been appointed but none provides

the Agent Bank with the relevant quotations under paragraph (b) above the Agent Bank shall determine

the relevant rate using the quotations of two other banks (which bank or banks is or are in the opinion

of the Trustee suitable for such purpose) which shall be treated as Reference Banks for such purpose on

that LIBOR Determination Date or

(d) if in the opinion of the Trustee under paragraph (b) or (c) above (as applicable) the additional bank or

banks are not suitable for such purpose or either or both of the additional bank or banks under

paragraph (b) or (c) above (as applicable) does not or do not provide the relevant quotations then the

Agent Bank shall determine the relevant quotation to be the most recent rate for that class which was

determined under either paragraph (a) or (b) above

EURIBOR will be determined by the Agent Bank on the following basis


such day a EURIBOR Determination Date) the Agent Bank will determine the offered quotation

to prime banks in the euro-zone interbank market (EURIBOR) for one month euro deposits or in the


Date falling on 20 January 2017 an interpolation of the EURIBOR for 1 and 2 month euro deposits

(rounded to three decimal places with the mid-point rounded up) by reference to the Reuters Page

EURIBOR01 (the EURIBOR Screen Rate) If the agreed page is replaced or service ceases to be

available the Agent Bank may specify another page or service displaying the appropriate rate after

consultation with the Trustee and the Paying Agent or

(b) if the EURIBOR Screen Rate is not then available for euro or for the Interest Period the arithmetic





Reference Banks) at or about 1100 am on the EURIBOR Determination Date for the offering of

213

deposits to prime banks in the euro-zone interbank market in euro and for a period comparable to the

Interest Period for the Notes If on any EURIBOR Determination Date only two of three of the


determined as being the arithmetic mean of the rates (rounded to five decimal places with the mid-

point rounded up) on the basis of the offered quotations of those Reference Banks providing such

quotations If on any such EURIBOR Determination Date only one quotation is provided as requested

the rate for that EURIBOR Determination Date will be the arithmetic mean (rounded to five decimal

places with the mid-point rounded up) of the rates quoted by alternative leading banks in London

selected by the Agent Bank (which bank or banks is or are in the opinion of the Trustee suitable for

such purpose) or





that EURIBOR Determination Date or






67 The amount of interest payable in respect of each Class A1 Note Class A2 Note and Class B Note on any

Payment Date shall be calculated not later than on the first day of the Interest Period by applying the Class A1

Notes Interest Rate the Class A2 Notes Interest Rate or the Class B Notes Interest Rate as applicable for the

relevant Interest Period to the Principal Amount Outstanding of the Class A1 Notes or the Principal Amount

Outstanding of the Class A2 Notes or the Principal Amount Outstanding of the Class B Notes as applicable

immediately prior to the relevant Payment Date and multiplying the result by the actual number of days in the

relevant Interest Period divided by 365 and rounding the result to the nearest full pence all as determined by the

Agent Bank The amount of interest payable in respect of each Class C Note Class D Note and Class E Note on

any Payment Date shall be calculated not later than on the first day of the Interest Period by applying the

Class C Notes Interest Rate the Class D Notes Interest Rate or the Class E Notes Interest Rate as applicable for

the relevant Interest Period to the Principal Amount Outstanding of the relevant class of Notes immediately prior

to the relevant Payment Date and multiplying the result by the actual number of days in the relevant Interest

Period divided by 365 and rounding the result to the nearest full pence all as determined by the Agent Bank

68 The Agent Bank will on the LIBOR Determination Date or EURIBOR Determination Date (as applicable) in

relation to each Interest Period calculate the amount of interest (the Interest Amount) payable in respect of

each Class A1 Note Class A2 Note Class B Note Class C Note Class D Note and Class E Note for such

Interest Period The Interest Amount in respect of the Class A1 Notes (the Class A1 Notes Interest Amount)

will be calculated by applying the Class A1 Notes Interest Rate for such Interest Period to the Principal Amount

Outstanding of such Class A1 Notes during such Interest Period multiplying the product by the actual number

of days in such Interest Period divided by 365 and rounding the resulting figure to the nearest pound001 (half of

pound001 being rounded upwards) The Interest Amount in respect of the Class A2 Notes (the Class A2 Notes

Interest Amount) will be calculated by applying the Class A2 Notes Interest Rate for such Interest Period to

the Principal Amount Outstanding of such Class A2 Notes during such Interest Period multiplying the product

by the actual number of days in such Interest Period divided by 360 and rounding the resulting figure to the

nearest euro001 (half of euro001 being rounded upwards) The Interest Amount in respect of the Class B Notes (the

Class B Notes Interest Amount) will be calculated by applying the Class B Notes Interest Rate for such

Interest Period to the Principal Amount Outstanding of such Class B Notes during such Interest Period

multiplying the product by the actual number of days in such Interest Period divided by 365 and rounding the

resulting figure to the nearest pound001 (half of pound001 being rounded upwards) The Interest Amount in respect of

the Class C Notes (the Class C Notes Interest Amount) will be calculated by applying the Class C Notes

Interest Rate for such Interest Period to the Principal Amount Outstanding of such Class C Notes during such

Interest Period multiplying the product by the actual number of days in such Interest Period divided by 365 and

rounding the resulting figure to the nearest pound001 (half of pound001 being rounded upwards) The Interest Amount in

214

respect of the Class D Notes (the Class D Notes Interest Amount) will be calculated by applying the Class D

Notes Interest Rate for such Interest Period to the Principal Amount Outstanding of such Class D Notes during

such Interest Period multiplying the product by the actual number of days in such Interest Period divided by 365

and rounding the resulting figure to the nearest pound001 (half of pound001 being rounded upwards) The Interest

Amount in respect of the Class E Notes (the Class E Notes Interest Amount) will be calculated by applying

the Class E Notes Interest Rate for such Interest Period to the Principal Amount Outstanding of such Class E

Notes during such Interest Period multiplying the product by the actual number of days in such Interest Period

divided by 365 and rounding the resulting figure to the nearest pound001 (half of pound001 being rounded upwards)

Failure of Agent Bank

69 If the Agent Bank fails at any time to determine the Class A1 Notes Interest Rate andor the Class A2 Notes

Interest Rate andor the Class B Notes Interest Rate andor the Class C Notes Interest Rate andor the Class D

Notes Interest Rate andor the Class E Notes Interest Rate or to calculate the Class A1 Notes Interest Amount

andor the Class A2 Notes Interest Rate andor the Class B Notes Interest Amount andor the Class C Notes

Interest Amount andor the Class D Notes Interest Amount andor the Class E Notes Interest Amount the

Trustee or its appointed agent without accepting any liability therefor will determine such Class A1 Notes

Interest Rate Class A2 Notes Interest Rate Class B Notes Interest Rate Class C Notes Interest Rate the Class

D Notes Interest Rate andor Class E Notes Interest Rate as the case may be as it considers fair and reasonable

in the circumstances (having such regard as it thinks fit to Conditions 66 67 and 68 (Interest - Interest Rates

on the Notes) above) or (as the case may be) calculate such Class A1 Notes Interest Amount Class A2 Notes

Interest Amount Class B Notes Interest Amount Class C Notes Interest Amount the Class D Notes Interest

Amount andor Class E Notes Interest Amount as the case may be in accordance with Conditions 66 67 and

68 (Interest - Interest Rates on the Notes) above and each such determination or calculation shall be deemed to

have been made by the Agent Bank

610 In doing so the Trustee shall apply all of these Conditions with any necessary consequential amendments to the

extent that in its sole opinion and with absolute discretion it can do so and in all other respects it shall do so in

such manner as it shall deem fair and reasonable in all circumstances and will not be liable for any loss liability

cost charge or expense which may arise as a result thereof and any such determination andor calculation made

by the Trustee shall in the absence of wilful default bad faith or manifest error be final and binding on the

Issuer and the Noteholders

Publication of Interest Rates Interest Amounts and other Notices

611 As soon as practicable after receiving notification thereof the Issuer will cause each Class A1 Notes Interest

Rate Class A2 Notes Interest Rate Class B Notes Interest Rate Class C Notes Interest Rate Class D Notes

Interest Rate Class E Notes Interest Rate Class A1 Notes Interest Amount Class A2 Notes Interest Amount

Class B Notes Interest Amount Class C Notes Interest Amount Class D Notes Interest Amount and Class E

Notes Interest Amount applicable for the relevant Interest Period and the immediately succeeding Payment Date

to be notified to the Irish Stock Exchange (for so long as the Notes are admitted to listing on the Irish Stock

Exchange and the guidelines of the Irish Stock Exchange so require) and will cause notice thereof to be given to

the Noteholders in accordance with Condition 20 (Notices to Noteholders) The Class A1 Notes Interest Amount

Class A2 Notes Interest Amount the Class B Notes Interest Amount the Class C Notes Interest Amount the

Class D Notes Interest Amount and the Class E Notes Interest Amount and the Payment Date so notified may

subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice

in the event of any extension or shortening of the Interest Period

Notification to be Final

612 All notifications opinions determinations certificates calculations quotations and decisions given expressed

made or obtained for the purposes of this Condition 6 whether by the Agent Bank or the Trustee shall (in the

absence of wilful default bad faith or manifest error) be binding on the Issuer and all Noteholders the Agent

Bank the Trustee and (in the absence of wilful default gross negligence or fraud) no liability to the Trustee or

the Noteholders shall attach to the Issuer the Agent Bank or the Trustee in connection with the exercise or

non-exercise by them or any of them of their powers duties and discretions under this Condition 6

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Agent Bank

613 The Issuer shall ensure that so long as any of the Notes remain outstanding there shall at all times be three

Reference Banks and an Agent Bank approved in writing by the Trustee The Agent Bank may not resign until a

successor so approved by the Trustee has been appointed The initial Reference Banks shall be the principal

office of each of The Royal Bank of Scotland plc Barclays Bank plc and Citibank NA In the event the

principal office of any such bank being unable or unwilling to continue to act as a Reference Bank the Issuer

shall appoint such other bank as may have been previously approved by the Trustee

7 REDEMPTION AND CANCELLATION

Final Redemption

71 Unless previously redeemed in full as provided in this Condition 7 the Issuer shall redeem each Note at its

Principal Amount Outstanding together with Accrued Interest (if any) on the Payment Date falling in June

2023 (the Final Maturity Date) The actual final redemption date of the Notes may be earlier than the Final

Maturity Date

72 The Issuer may not redeem the Notes in whole or in part prior to the Final Maturity Date except as provided

below in Conditions 73 (Redemption and Cancellation - Optional Redemption in Whole) and 74 (Redemption

and Cancellation - Mandatory Redemption in Part) but without prejudice to Condition 12 (Enforcement Events)

Optional Redemption in Whole

73 The Issuer may at its option and with not less than 30 calendar days prior notice in writing given to the

Noteholders in accordance with Condition 19 (Notice to Noteholders) redeem all (but not some only) of the

Notes at their Principal Amount Outstanding together with any Accrued Interest that has accrued prior to the

date fixed for redemption on any Payment Date

(a) from (and including) the Payment Date falling immediately before the Payment Date on which the

Issuer is to make any payment in respect of the Notes and the Issuer would be required to make a

deduction or withholding on account of any Tax in respect of such payment

(b) from (and including) the Payment Date falling immediately before the Payment Date on which the

Issuer would by virtue of a change in the tax law of the Issuers jurisdiction of incorporation (or the

application or official interpretation of such tax law) be affected by such change so that it would incur

a liability to tax in respect of an amount which is materially greater than the Issuers Retained Profit or

(c) on which the Aggregate Principal Balance is less than 10 of the Aggregate Initial Cut-Off Date

Principal Balance of the Purchased Receivables

Provided that prior to the publication of any notice of redemption pursuant to Condition 73 (a) or (b) above the

Trustee may require the Issuer to use best efforts to procure the substitution as principal debtor pursuant to the

Trust Deed the Deed of Charge and in respect of the Notes of a company approved by the Trustee incorporated

in some other jurisdiction In the event that the Issuer having used best efforts is not able to arrange such

substitution before the first Payment Date on which the Issuer is permitted to redeem the Notes pursuant to

Condition 73 (a) or (b) above the Issuer may redeem all the Notes in accordance with Condition 73 (a) or (b)

above

Prior to the publication of any notice of redemption pursuant to this Condition 7 the Issuer shall deliver to the

Trustee (A) a certificate signed by two directors of the Issuer stating that the circumstances permitting such

redemption prevail and setting out details of such circumstances (B) an opinion in form and substance

satisfactory to the Trustee of independent legal advisers of recognised standing confirming that such certificate

is correct and (C) a certificate signed by two directors of the Issuer stating that it will have the funds available on

the date fixed for redemption to satisfy all of the obligations of the Issuer under the Trust Deed the Notes and

any other liability of the Issuer ranking senior thereto or pari passu therewith pursuant to the Pre-Enforcement

Order of Priority on such date The Trustee shall be entitled to accept such certificates opinion and evidence as

sufficient for the purposes of this Condition 7 in which event they shall be conclusive and binding on the

Noteholders and on the other Transaction Creditors

216

Mandatory Redemption in Part

74 Unless previously redeemed and cancelled after the Revolving Period each Note is subject to mandatory early

redemption in part pari passu on a pro rata basis with other Notes of the same class on each Payment Date on

which the Available Distribution Amount is available for this purpose pursuant to the Priority of Payments (in

the case of the Class A2 Notes having been converted into Euro pursuant to the Priority of Payments) and

applied in accordance with Condition 8 (Payments)

In the event that the Cash Manager does not receive or there is a delay in the receipt of some or all the

information necessary for it to prepare the Investor Report in respect of any Calculation Date (a Servicing

Report Delivery Failure) but the Cash Manager determines that the amounts standing to the credit of the

Issuer Account and the Cash Reserve Account (provided that amounts standing to the credit of the Cash Reserve

Account shall only be used to the extent that the amounts standing to the credit of the Issuer Account are

insufficient to make the required payments and then only amounts standing to the credit of the Cash Reserve

Account shall only be used to the extent required to make the required payments) are sufficient to pay the

interest due on the Senior Notes and any other amount ranking in priority thereto pursuant to the Pre-

Enforcement Order of Priority of which it has been notified by the relevant Transaction Parties the Cash

Manager shall

(a) prepare the payment report (the Provisional Payments Report) on or prior to the relevant

Calculation Date based on the information provided in the last available Servicing Report and calculate

(i) the amounts of interest due and payable on the Senior Notes and any other amount ranking in

priority thereto which it is aware of at such time on the immediately following Payment Date

pursuant to the Pre-Enforcement Order of Priority and

(ii) the fees payable to third parties pursuant to items (i) to (vi) inclusive of the Pre-Enforcement

Order of Priority which shall be assumed to be equal to the amount specified in the last

available Investor Report

(b) promptly inform the Issuer and the Interest Rate Swap Counterparty and the Currency Swap

Counterparty and

(c) take such commercially reasonable steps together with the Issuer the Trustee and the Account Bank as

are required to apply the amounts standing to the credit of the Issuer Account in or towards payment of

any interest amount in respect of the Senior Notes and any other payment ranking in priority thereto

pursuant to the Pre-Enforcement Order of Priority on the relevant Payment Date

In such circumstances the Available Distribution Amount shall not be distributed and no amounts of interest

(save as described in (c) above) or principal shall be payable on any class of Notes on such Payment Date or any

subsequent Payment Date until in each case the earliest of (i) the Payment Date immediately following the

provision of a Servicing Report by the Servicer (or any replacement servicer) on a Servicing Report

Performance Date (ii) the Final Maturity Date and (iii) the delivery of an Enforcement Notice (in which case

payments will be made pursuant to the Post-Enforcement Order of Priority) Interest will continue to accrue on

the Principal Amount Outstanding of the Notes deferred pursuant to this Condition 74 in accordance with the


Mandatory Redemption following Enforcement Notice

75 Following the service of an Enforcement Notice any Available Distribution Amount shall be applied by or on

behalf of the Trustee in accordance with the Post-Enforcement Order of Priority

Note Principal Payment

76 Any principal amounts received under Condition 71 (Redemption and Cancellation - Final Redemption)

Condition 73 (Redemption and Cancellation ndash Optional Redemption in Whole) Condition 74 (Redemption and

Cancellation - Mandatory Redemption in Part) or Condition 75 (Redemption and Cancellation - Mandatory

Redemption following Enforcement Notice) to be applied in redemption of the Notes in whole or in part shall

217

upon such application redeem the aggregate Principal Amount Outstanding of each such Note (the Note

Principal Payment) (rounded down to the nearest penny)

Calculation of Note Principal Payments and Principal Amount Outstanding

77 Two Business Days before each Payment Date (each a Calculation Date) the Issuer (or the Agent Bank on its

behalf) shall determine or shall cause to be determined

(a) if there is to be a partial or whole redemption of the Notes pursuant to Condition 71 (Redemption and

Cancellation - Final Redemption) Condition 73 (Redemption and Cancellation - Optional Redemption

in Whole) Condition 74 (Redemption and Cancellation - Mandatory Redemption in Part) or

Condition 75 (Redemption and Cancellation - Mandatory Redemption following Enforcement Notice)

the amount of any Note Principal Payment due on such Payment Date and

(b) the Principal Amount Outstanding of each Note on such Payment Date (after deducting any Note

Principal Payment to be paid on that Payment Date)

Each determination by or on behalf of the Issuer (or the Agent Bank on its behalf) of any Note Principal

Payment and the Principal Amount Outstanding of the Notes shall in each case (in the absence of wilful default

bad faith or manifest error) be final and binding on all persons

Within five Business Days after each Payment Date the Issuer (or the Agent Bank on its behalf) will notify the

Irish Stock Exchange of the aggregate Principal Amount Outstanding of each class of Notes

Notice of Redemption

78 Any such notice as referred to in Condition 73 (Redemption and Cancellation ndash Optional Redemption in Whole)

shall be irrevocable and upon the expiration of such notice the Issuer shall be bound to redeem the relevant

Notes at the applicable amounts specified in these Conditions

Cancellation

79 All Notes redeemed in full together with payment of all Accrued Interest shall be cancelled upon redemption or

surrender and may not be reissued or resold

Purchase

710 The Issuer may not at any time purchase any of the Notes

8 PAYMENTS

Principal

81 Whilst the Notes are in definitive form payments of principal shall subject to Condition 87 (Payments -

Endorsement of Payments) below be made only against presentation and (provided that payment is made in full)

surrender of Notes at the specified office of the Paying Agent outside the United States by transfer to a Sterling

account maintained by the payee with a bank in London (or in relation to principal under the Class A2 Notes to

a Euro account maintained by the payee with a bank in London) The Agent Bank will cause each amount of

principal payment to be notified to the Paying Agent the Trustee and the Noteholders in accordance with

Condition 19 (Notices to Noteholders) and to each stock exchange (if any) on which the Notes are then listed as

soon as practicable after the relevant Calculation Date The Agent Bank shall notify the Trustee Paying Agent

and relevant stock exchanges of such amount at the same time at which it notifies them of the Class A1 Notes

Interest Rate Class A2 Notes Interest Rate the Class B Notes Interest Rate the Class C Notes Interest Rate the

Class D Notes Interest Rate the Class E Notes Interest Rate the Class A1 Notes Interest Amount the Class A2

Notes Interest Amount the Class B Notes Interest Amount the Class C Notes Interest Amount the Class D

Notes Interest Amount and the Class E Notes Interest Amount in accordance with Condition 6 (Interest)

Interest

82 Whilst the Notes are in definitive form interest payments subject to Condition 87 (Payments - Endorsement of

Payments) below shall be made only against presentation and (provided that payment is made in full) surrender

218

of the appropriate Coupons at the specified office of any Paying Agent outside the United States in the manner

described in Condition 81 (Payments - Principal) above

Payments subject to fiscal laws

83 All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations

but without prejudice to the provisions of Condition 11 (Taxes) No commissions or expenses shall be charged

to the Noteholders or Couponholders in respect of such payments

Unmatured Coupons void

84 On the due date for final redemption of any Notes or early redemption in full of such Notes pursuant to

Condition 73 (Redemption and Cancellation - Optional Redemption in Whole) or Condition 12 (Enforcement

Events) all unmatured Coupons relating thereto (whether or not still attached) shall become void and no

payment will be made in respect thereof

Payments on Business Days

85 If the due date for payment of any amount in respect of any Notes or Coupon is not a business day in the place

of presentation the holder shall not be entitled to payment in such place of the amount due until the next

succeeding business day on which banks are open for business in such place of presentation and shall not be

entitled to any further interest or other payment in respect of any such delay

Payments other than in respect of matured Coupons

86 Payments of interest other than in respect of matured Coupons shall be made only against presentation of the

relevant Notes at the specified office of the Paying Agent outside the United States

Endorsement of payments

87 If the Paying Agent makes a payment in respect of any Notes (otherwise than against presentation and surrender

of a Coupon) or a partial payment in respect of any Coupon presented to it for payment the Paying Agent will

endorse on such Note a statement indicating the amount and date of such payment


88 Prior to the delivery of an Enforcement Notice the Available Distribution Amount will be applied by the Cash

Manager in making the following payments in the following order of priority but in each case only to the extent

that all payments of a higher priority have been made in full (the Pre-Enforcement Order of Priority)

(i) first amounts payable in respect of Taxes (if any) by the Issuer any tax filing fees and any annual

return or exempt company status fees

(ii) second amounts due in respect of fees and any other amounts or liabilities payable by the Issuer to the

Trustee under the Trust Deed these Conditions or any other Transaction Document including fees and

all other liabilities payable to its appointees and VAT (if any)

(iii) third pari passu and pro rata amounts payable (a) to the Corporate Services Provider under the

Corporate Services Agreement (b) to the Servicer as the Servicer Fee (c) to the Back-up Servicer

under the Back-up Servicing Agreement (d) to the Paying Agent under the Paying Agency Agreement

(e) to the Agent Bank under the Paying Agency Agreement (f) to the Cash Manager under the Cash

Management Agreement (g) to the Account Bank under the Account Agreement (h) as Administrator

Recovery Incentive payments (i) to the Rating Agencies as monitoring fees and (j) to the ICSDs under

the Issuer-ICSDs Agreement

(iv) fourth pari passu and pro rata amounts payable in respect of other administration costs and expenses

of the Issuer including without limitation any costs relating to the listing of the Notes and any auditors

fees

(v) fifth fees payable to the custodian of the Swap Collateral Custody Account

219

(vi) sixth pari passu and pro rata all Swap Amounts and all Swap Termination Payments (but excluding

any Subordinated Termination Payments) payable by the Issuer to the Interest Rate Swap Counterparty

andor the Currency Swap Counterparty

(vii) seventh pari passu and pro rata (a) to the Class A1 Noteholders and (b) to the Class A2 Noteholders

(a) the Class A1 Notes Interest Amount (including without limitation overdue interest) and

(b) the Class A2 Notes Interest Amount (including without limitation overdue interest)

provided always that for the purposes of making the payments of the Class A2 Notes Interest

Amounts

(A) the Issuer shall pay the relevant Sterling amount in relation to the interest due under

the Class A2 Notes to the Currency Swap Counterparty pursuant to item (vi) above

and the corresponding Euro amount (determined in accordance with the Currency

Swap Agreement) payable by the Currency Swap Counterparty to the Issuer in

accordance with the Currency Swap Agreement (if any) shall be paid to the Paying

Agent on behalf of the Issuer for the account of the Class A2 Noteholders or

(B) if there is no Currency Swap Agreement the Issuer shall pay the relevant Sterling

amount (that would have been payable by the Issuer to the Currency Swap

Counterparty under the Currency Swap in accordance with (A) above) to the Cash

Manager and the Cash Manager shall convert such amount into Euro at the spot rate

on the relevant Payment Date and pay such Euro amount to the Paying Agent for the

account of the Class A2 Noteholders (any Currency Swap Excess Interest Amounts

resulting from such conversion shall be used to pay Currency Swap Deferred

Amounts on the Class A2 Notes with any remainder transferred to the Currency

Swap Reserve Account)

(viii) eighth to the Class B Noteholders pari passu and pro rata accrued and unpaid Class B Notes Interest

Amount (including without limitation overdue interest)

(ix) ninth amounts payable to the Cash Reserve Account until the balance of the Cash Reserve Amount is

equal to the Specified Cash Reserve Account Required Balance

(x) tenth prior to the expiration of the Revolving Period in purchasing Additional Receivables

(xi) eleventh prior to the expiration of the Revolving Period to the extent not used under item (x) amounts

payable to the Issuer Account to be recorded to the Replenishment Ledger up to an amount equal to the


(xii) twelfth after the end of the Revolving Period pari passu and pro rata (a) to the Class A1 Noteholders

and (b) the Class A2 Noteholders respectively for such Payment Date

(a) the Class A1 Principal Payment Amount and

(b) the Class A2 Principal Payment Amount

provided always that for the purposes of making the payments of the Class A2 Principal

Payment Amount

(A) the Issuer shall pay the relevant Sterling amount in relation to the principal due under



Swap) payable by the Currency Swap Counterparty to the Issuer in accordance with

the Currency Swap (if any) shall be paid to the Paying Agent on behalf of the Issuer

for the account of the Class A2 Noteholders or

220

(B) if there is no Currency Swap the Issuer shall pay the relevant Sterling amount (that

would have been payable by the Issuer to the Currency Swap Counterparty under the

Currency Swap in accordance with (A) above) to the Cash Manager and the Cash

Manager shall convert such amount into Euro at the spot rate on the relevant Payment

Date and pay such Euro amount to the Paying Agent for the account of the Class A2

Noteholders (any Currency Swap Excess Principal Amounts resulting from such

conversion shall be used to pay the Currency Swap Deferred Amounts on the Class

A2 Notes with any remainder transferred to the Currency Swap Reserve Account)

and further provided that for the purposes of making the payments of the principal due

under this item (xii)(b) amounts standing to the credit of the Class A2 Cash Accumulation

Ledger shall be used first for such payments with the remainder of the Available Distribution

Amount applied to the next following item in this Priority of Payment For the avoidance of

doubt if on a Payment Date the amounts standing to the credit of the Class A2 Cash

Accumulation Ledger are insufficient to meet the payments of principal due under this item

the remainder of the Available Distribution Amount will be applied to cover such shortfall

(xiii) thirteenth following reduction of the Class A1 Notes Principal Amount Outstanding to zero to credit

the Class A2 Cash Accumulation Ledger up to the Class A2 Cash Accumulation Ledger Required

Amount for such Payment Date

(xiv) fourteenth towards payment of any Currency Swap Deferred Interest Amounts due and payable on the

Class A2 Notes (to the extent not fully paid under item (vii) above or from amounts credited to the

Currency Swap Reserve Account) provided that for the purposes of making such payment under this

item the Issuer shall pay such amounts once converted into Euro at the spot rate on the relevant

Payment Date by the Cash Manager to the Paying Agent for the account of the Class A2 Noteholders

(xv) fifteenth towards payment of any Currency Swap Deferred Principal Amount due and payable on the

Class A2 Notes (to the extent not fully paid under item (xii) above or from amounts credited to the




(xvi) sixteenth after the end of the Revolving Period pari passu and pro rata to the Class B Noteholders an

aggregate amount equal to the Class B Principal Payment Amount for such Payment Date

(xvii) seventeenth to the Class C Noteholders pari passu and pro rata amounts payable in respect of the

accrued and unpaid Class C Notes Interest Amount (including without limitation overdue interest and

interest accrued on any deferred Accrued Interest)

(xviii) eighteenth after the end of the Revolving Period pari passu and pro rata to the Class C Noteholders

an aggregate amount equal to the Class C Principal Payment Amount for such Payment Date

(xix) nineteenth to the Class D Noteholders pari passu and pro rata amounts payable in respect of accrued

and unpaid interest on the Class D Notes (including without limitation overdue interest)

(xx) twentieth after the end of the Revolving Period pari passu and pro rata to the Class D Noteholders

an aggregate amount equal to the Class D Principal Payment Amount for such Payment Date

(xxi) twenty-first pari passu and pro rata all Subordinated Termination Payments then payable by the

Issuer to the Interest Rate Swap Counterparty and the Currency Swap Counterparty under the Interest

Rate Swap Agreement and the Currency Swap Agreement

(xxii) twenty-second to the Class E Noteholders pari passu and pro rata amounts payable in respect of

accrued and unpaid interest on the Class E Notes (including without limitation overdue interest)

(xxiii) twenty-third on or following the earliest of (i) the Final Maturity Date (ii) the date when the Principal

Amount Outstanding of the Senior Notes the Class C Notes and the Class D Notes has been reduced to

zero and (iii) an optional redemption in whole of all of the Notes in accordance with Condition 73

221

(Redemption and Cancellation - Optional Redemption in Whole) (above) only to the Class E

Noteholders pari passu and pro rata an amount equal to the Principal Amount Outstanding of the

Class E Notes

(xxiv) twenty-fourth to pay the Issuer Retained Profit (less any amount in respect of corporation tax thereon

payable in accordance with (the first item above) to the Issuer) and

(xxv) twenty-fifth to pay any Deferred Purchase Price to the Seller

All Swap Collateral all income interest and distributions thereon and all proceeds of redemption or liquidation

thereof all Tax Credits (as defined in the Swap Agreement) received by the Issuer on account of payments by

the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as applicable) and all Replacement

Swap Premium received from a Replacement Swap Counterparty (collectively Excluded Amounts) are

excluded from the Available Distribution Amounts and shall not be applied in accordance with the Priority of

Payments All Excluded Amounts comprising Swap Collateral or Replacement Swap Premium will be applied in

accordance with the provisions of the Cash Management Agreement and any Excluded Amounts comprising

Tax Credits shall be paid by the Cash Manager into the Swap Collateral Cash Account as applicable and shall

be paid as soon as possible to the Interest Rate Swap Counterparty or the Currency Swap Counterparty (as

applicable) in satisfaction pro tanto of the Issuers liability to pay such amounts to the Interest Rate Swap

Counterparty or the Currency Swap Counterparty (as applicable) under the Interest Rate Swap Agreement or the

Currency Swap Agreement (as applicable)

In the event that any payment is to be made in accordance with the above priority of payments and the money

available at a particular level of that priority does not comprise a sufficient amount in the relevant currency in

which such payment is to be made the Issuer shall if the relevant Currency Swap Agreement has been

terminated and not been replaced convert such of that available money into Euro at the then prevailing spot rate

of exchange as may be required in order to be applied in or towards such payment

Euro amounts payable by the Currency Swap Counterparty as a result of the payments made to the Currency

Swap Counterparty under payment of each amount due and payable to the Currency Swap Provider under item

(vi) above will be paid directly to the Paying Agent and applied in the payment of interest due or overdue on the

Class A2 Notes

9 AMORTISATION EVENTS

An Amortisation Event will occur upon the occurrence of any of the following







Agreement) under the Interest Rate Swap Agreement andor the Currency Swap Agreement








amounts available to be used under item ten of the Pre-Enforcement Order of Priority is less than (ii)

222



10 CURRENCY SWAP DEFERRED PRINCIPAL AND CURRENCY SWAP EXCESS PRINCIPAL



(a) to the extent that the Available Distribution Amount on such Payment Date available under the Pre-

Enforcement Order of Priority to pay principal on the Class A2 Notes which the Issuer would have

been required to pay the Currency Swap Counterparty in respect of any principal payment under the

Currency Swap Agreement on such Payment Date had the Currency Swap Agreement not been

terminated (once converted into Euro at the spot rate by the Cash Manager) is less than the amount of

funds that would have been payable by the Currency Swap Counterparty on such Payment Date in

respect of the principal if the Currency Swap had still been in full force and effect the shortfall

amounts (such amounts being the Currency Swap Deferred Principal Amounts and together with

the Currency Swap Deferred Interest Amounts the Currency Swap Deferred Amounts) shall be

paid on such Payment Date firstly from any Currency Swap Excess Amounts available to pay Currency

Swap Deferred Principal Amounts and secondly from the Available Distribution Amount as a

subordinated item in the Pre-Enforcement Order of Priority with the payment of any remainder being

deferred until a Payment Date when there are either Currency Swap Excess Amounts or a sufficient

Available Distribution Amount under the Pre-Enforcement Order of Priority available to pay such

Currency Swap Deferred Principal Amounts and

(b) to the extent that the Available Distribution Amount on such Payment Date available under the Pre-




terminated (once converted into Euro at the spot rate by the Cash Manager) is greater than the amount

of funds that would have been payable by the Currency Swap Counterparty on such Payment Date in

respect of the principal if the Currency Swap had still been in full force and effect the excess amounts

(such amounts being the Currency Swap Excess Principal Amounts and together with the Currency

Swap Excess Interest Amounts and any Swap Termination Payment received by the Issuer and

deposited in the Currency Swap Reserve Account the Currency Swap Excess Amounts) shall be

used to pay on such Payment Date firstly any Currency Swap Deferred Interest Amounts and secondly

any Currency Swap Deferred Principal Amounts with any excess being transferred to the Currency

Swap Reserve Account where subject to the terms of the Transaction Documents it may be applied on

subsequent Payment Dates to pay firstly Currency Swap Deferred Interest Amounts and secondly

Currency Swap Deferred Principal Amounts or towards the purchase on any future date of a


102 In respect of the Class A2 Notes only on each Payment Date on or after the delivery of an Enforcement Notice

any outstanding Currency Swap Deferred Principal Amounts shall be paid in accordance with the Post-


103 In respect of the Class A2 Notes only upon the termination of the Currency Swap and the subsequent entry into

a replacement currency swap no new Currency Swap Deferred Principal Amounts or Currency Swap Excess

Principal Amounts will arise and any then existing Currency Swap Excess Principal Amounts will form part of

the Available Distribution Amount for the related Payment Date (following payment on such Payment Date of

any outstanding Currency Swap Deferred Amounts) and will be paid in accordance with the relevant Priority of

Payments

11 TAXES

All payments of principal and interest in respect of the Notes and the Coupons shall be made free and clear of

and without withholding or deduction for any taxes duties assessments or governmental charges of whatsoever

nature imposed levied collected withheld or assessed by the United Kingdom or any other jurisdiction or any

223

political subdivision or any authority thereof or therein having power to tax unless such withholding or

deduction is required by law In that event the Issuer shall have no obligation to pay any additional amount

If the Issuer becomes subject at any time to any taxing jurisdiction other than the United Kingdom references in

these Conditions to the United Kingdom shall be construed as references to the United Kingdom andor such

other jurisdiction

Each Noteholder agrees or is deemed to agree that the Issuer and any other relevant party to the Transaction

Documents may (1) provide any information or documentation collected from an investor and any other

information concerning any investment in the Notes to the US Internal Revenue Service and any other relevant

tax authority and (2) take such other steps as they deem necessary or helpful to comply with FATCA and any

applicable inter-governmental agreement (IGA) Notwithstanding any other provision in these Conditions the

Issuer and any Paying Agent or other party shall be permitted to withhold or deduct any amounts required by

FATCA pursuant to any inter-governmental agreement or implementing legislation adopted by another

jurisdiction in connection with these provisions or pursuant to any agreement with the US Internal Revenue

Service or otherwise (FATCA withholding) The Issuer will have no obligation to pay additional amounts or

otherwise indemnify a Noteholder for any FATCA withholding deducted or withheld by the Issuer or a Paying

Agent The Issuer may hire advisors such advisors and persons to be paid in accordance with the applicable

Priority of Payments (including legal advisors and an accounting firm) or other persons experienced in such

matters to assist the Issuer in complying with the terms of the applicable IGA and with FATCA The Issuer will

take all reasonable actions consistent with the law and its obligations under this Condition to ensure that the

Issuer satisfies any and all obligations under the applicable IGA and any future local implementing legislation

If FATCA withholding tax is required the provisions of Condition 73 (Optional Redemption in Whole) may

apply and the Issuer may redeem the Notes as more fully set out in Condition 73

12 ENFORCEMENT EVENTS

Enforcement Events

121 The following shall be Enforcement Events in respect of the Notes (each an Enforcement Event)










respect of the Notes these Conditions or any Transaction Document (other than any obligation whose

breach would give rise to the Enforcement Event provided for in Condition 121(a) above) and such

default (A) is in the opinion of the Trustee incapable of remedy or (B) is in the opinion of the Trustee

capable of remedy but remains unremedied for 30 days or such longer period as the Trustee may agree

after the Trustee has given written notice thereof to the Issuer or



obligations under or in respect of the Notes these Conditions the Trust Deed or any other Transaction

Document


shall have certified in writing to the Issuer that the happening of such event is in its opinion materially

prejudicial to the interests of the Most Senior Class Outstanding

224

Delivery of Enforcement Notice

122 If an Enforcement Event occurs and is continuing the Trustee may at its discretion and shall

(a) if so requested in writing by the holders of at least 25 of the GBP Equivalent Principal Amount

Outstanding of the Most Senior Class Outstanding or

(b) if so directed by an Extraordinary Resolution of the holders of the Most Senior Class Outstanding

deliver a notice to the Issuer declaring the Notes immediately due and payable (an Enforcement Notice)

Conditions to delivery of Enforcement Notice

123 Notwithstanding Condition 122 (Enforcement Events - Delivery of Enforcement Notice) above the Trustee shall

not be obliged to deliver an Enforcement Notice unless it shall have been indemnified andor secured andor pre-

funded to its satisfaction against all liabilities to which it may thereby become liable or which it may incur by so

doing

Consequences of delivery of Enforcement Notice

124 Upon the delivery of an Enforcement Notice the Notes shall thereby become immediately due and payable

without further action or formality at their Principal Amount Outstanding together with any Accrued Interest and

the Issuer Security shall become enforceable by the Trustee in accordance with the Deed of Charge The Trustee

the Noteholders and the other Transaction Creditors will have recourse only to the assets comprised in the Issuer

Security Once the assets comprised in the Issuer Security have been realised and the proceeds applied in

accordance with the applicable Priority of Payments




(c) no Transaction Creditor (other than the Trustee) shall be entitled to petition or take any other step for


Limited Recourse

125 The recourse of the Transaction Creditors against the Issuer is limited as more particularly described in the

Trust Deed and the Deed of Charge

Limitation on action

126 Only the Trustee shall be entitled to petition or take any other step for the winding up or the administration of

the Issuer or for the enforcement of the assets constituting the Issuer Security

13 ENFORCEMENT

Proceedings

131 The Trustee may at its discretion and without further notice at any time institute such proceedings andor take

any other steps as it thinks fit to enforce its rights under the Transaction Documents and at any time after the

Issuer Security shall have become enforceable take such steps as it thinks fit to enforce the Issuer Security The

Trustee shall not be bound to take any such proceedings or steps unless

(a) so requested in writing by the holders of at least 25 of the GBP Equivalent Principal Amount


(b) so directed by an Extraordinary Resolution of the holders of the Most Senior Class Outstanding

and in any such case only if it shall have been indemnified andor secured andor pre-funded to its satisfaction

against all liabilities to which it may thereby become liable or which it may incur by so doing

225

Restrictions on disposal of Issuers assets

132 If an Enforcement Notice has been delivered by the Trustee otherwise than by reason of non-payment of any

amount due in respect of the Notes the Trustee will not be entitled to dispose of the Issuer Security or any part

thereof unless either

(a) a sufficient amount would be realised to allow payment in full of all amounts owing to the Noteholders

the Couponholders and in respect of all other liabilities of the Issuer senior thereto or pari passu

therewith in accordance with the Post-Enforcement Order of Priority or

(b) the Trustee has received advice which shall be binding on the Noteholders and the other Transaction

Creditors from an investment bank or other financial adviser selected by the Trustee (the costs of such

advice to be borne by the Issuer) (and if the Trustee is unable to obtain such advice having made

reasonable efforts to do so this Condition shall not apply) that (i) the cash flow prospectively receivable

by the Issuer will not (or that there is a significant risk that it will not) be sufficient having regard to

any other actual contingent or prospective liabilities of the Issuer to discharge in full in due course all

amounts owing to the Noteholders and Couponholders in accordance with the Post-Enforcement Order

of Priority and (ii) the resulting shortfall will be greater than the shortfall resulting from such disposal

and

the Trustee shall not be bound to take any steps in relation to this Condition 132 (Enforcement - Restrictions on

disposal of Issuers assets) unless the Trustee shall have been indemnified andor secured andor pre-funded to

its satisfaction against all liabilities to which it may thereby become liable or which it may incur by so doing


133 After the delivery of an Enforcement Notice the Available Distribution Amount and any other amounts received

or recovered by the Trustee in respect of the Issuer Security (other than (1) any Swap Collateral (and any income

interest and distributions thereon and all proceeds of redemption or liquidation thereof) and (2) until the Class

A2 Note Principal Amount Outstanding has been reduced to zero amounts standing to the credit of the Class A2

Cash Accumulation Ledger which amounts shall only be used for payments of principal on the Class A2 Notes

under item (vi) (D) below) will be applied by or on behalf of the Trustee in making the following payments in

the following order of priority but in each case only to the extent that all payments of a higher priority have been

made in full (the Post-Enforcement Order of Priority)

(i) first pari passu and pro rata (a) any remuneration then due and payable to any receiver of the Issuer

and all costs expenses charges and other liabilities incurred by such receiver and (b) any fees and all

other amounts and liabilities payable by the Issuer to the Trustee under these Conditions the Trust

Deed and any other Transaction Document including fees payable to its appointees and VAT (if any)

(ii) second pari passu and pro rata amounts payable (a) to the Corporate Services Provider under the




Management Agreement (g) to the Account Bank under the Account Agreement (h) to the custodian

of the Swap Collateral Custody Account and (i) as Administrator Recovery Incentive payments

(iii) third pari passu and pro rata amounts payable (a) to the Rating Agencies as monitoring fees and (b)

to the ICSDs under the Issuer-ICSDs Agreement



fees

(v) fifth all Swap Amounts and all Swap Termination Payments (but excluding any Subordinated

Termination Payments) payable by the Issuer to the Interest Rate Swap Counterparty andor the

Currency Swap Counterparty

(vi) sixth pari passu and pro rata to the Class A1 Noteholders andor Class A2 Noteholders as applicable

226

(a) amounts payable in respect of accrued and unpaid Class A1 Notes Interest Amount (including

without limitation overdue interest) and

(b) amounts payable in respect of accrued and unpaid Class A2 Notes Interest Amount (including

without limitation overdue interest)


Amount


the Class A2 Notes to the Currency Swap Counterparty pursuant to item (v) above





(B) if there is no Currency Swap the Issuer shall pay the relevant Sterling amount in

relation to the interest due under the Class A2 Notes (that would have been payable

by the Issuer to the Currency Swap Counterparty under the Currency Swap in

accordance with (A) above) to the Cash Manager and the Cash Manager shall convert

such amount into Euro at the spot rate on the relevant Payment Date and pay such

Euro amount to the Paying Agent for the account of the Class A2 Noteholders (and

excess amounts will be applied first to amounts due under item (vi) (d) below and

second following the reduction of the Principal Amount Outstanding of the Class A2

Notes to zero to amounts due under item (vi) (a) and below in this Priority of

Payment

(c) an amount equal to the Principal Amount Outstanding of the Class A1 Notes until the Class

A1 Notes have been redeemed in full and

(d) an amount equal to the Principal Amount Outstanding of the Class A2 Notes until the Class

A2 Notes have been redeemed in full

provided always that for the purposes of making the payments of the Class A2 Notes

Principal Amount under item (vi) (d) above








relation to the principal due under the Class A2 Notes (that would have been payable




Euro amount necessary to reduce the balance of the Class A2 Notes to zero to the

Paying Agent for the account of the Class A2 Noteholders and any excess amount

will be applied to amounts due under item (vi) (c) and below in this Priority of

Payment


under item (vi) (d) amounts standing to the credit of the Class A2 Cash Accumulation Ledger

and any excess amounts available under item (vi) (b) above shall be used first for such

payments with the remainder of the amounts standing to the credit of the Issuer Account

applied to the next following item in this Priority of Payment For the avoidance of doubt if

227

on a Payment Date the amounts standing to the credit of the Class A2 Cash Accumulation

Ledger plus any excess amounts available under item (vi) (b) above are insufficient to meet

the payments of principal due under item (vi) (d) above the remainder of the amounts

standing to the credit of the Issuer Account will be applied to cover such shortfall

(vii) seventh to pay first any Currency Swap Deferred Interest Amounts due and payable on the Class A2

Notes and second any Currency Swap Deferred Principal Amounts due and payable on the Class A2

Notes provided that for the purposes of making such payment under this item (vii) the Issuer shall pay

such amounts once converted into Euro at the spot rate on the relevant Payment Date by the Cash

Manager to the Paying Agent for the account of the Class A2 Noteholders

(viii) eighth pari passu and pro rata to the Class B Noteholders

(a) amounts payable in respect of accrued and unpaid Class B Notes Interest Amount (including


(b) an amount equal to the Principal Amount Outstanding of the Class B Notes until the Class B

Notes have been redeemed in full

(ix) ninth pari passu and pro rata to the Class C Noteholders

(a) amounts payable in respect of accrued and unpaid Class C Notes Interest Amount (including

without limitation overdue interest and interest accrued on any deferred Accrued Interest)

and

(b) an amount equal to the Principal Amount Outstanding of the Class C Notes until the Class C


(x) tenth pari passu and pro rata all Subordinated Termination Payments then payable by the Issuer to

the Interest Rate Swap Counterparty and the Currency Swap Counterparty under the Interest Rate Swap

Agreement and the Currency Swap Agreement

(xi) eleventh pari passu and pro rata to the Class D Noteholders

(a) amounts payable in respect of accrued and unpaid Class D Notes Interest Amount (including


(b) an amount equal to the Principal Amount Outstanding of the Class D Notes until the Class D


(xii) twelfth pari passu and pro rata to the Class E Noteholders

(a) amounts payable in respect of accrued and unpaid Class E Notes Interest Amount (including


(b) an amount equal to the Principal Amount Outstanding of the Class E Notes until the Class E


(xiii) thirteenth all outstanding amounts payable in respect of the Issuer Retained Profit and

(xiv) fourteenth to pay an amount of Deferred Purchase Price to the Seller








228

(v) above will be paid directly to the Paying Agent and applied in the payment of amounts due or overdue on the

Class A2 Notes

14 PRESCRIPTION

Claims for principal shall become void unless the relevant Notes are presented for payment within ten years of

the appropriate Relevant Date Claims for interest shall become void unless the relevant Coupons are presented

for payment within five years of the appropriate Relevant Date

15 REPLACEMENT OF NOTES

Should a Global Note become lost stolen damaged or destroyed then it may be replaced at the specified office

of the Paying Agent subject to all applicable laws and Irish Stock Exchange requirements upon payment by the

claimant of the costs arising in connection thereto The Issuer may require proof of a declaration of exemption

andor adequate security prior to replacement In the event of damage the relevant Global Note shall be

surrendered before a replacement is issued

16 TRUSTEE AND AGENTS

Trustees Right to Indemnity

161 Under the Trust Deed the Deed of Charge and these Conditions the Trustee is entitled to be indemnified and

relieved from responsibility in certain circumstances and to be paid any costs and expenses incurred by it in

priority to the claims of the Noteholders In addition the Trustee is entitled to enter into business transactions

with the Issuer and any entity relating to the Issuer without accounting for any profit

Trustee Not Responsible for Loss or for Monitoring

162 The Trustee will not be responsible for any loss expense or liability which may be suffered as a result of any

assets comprised in the Issuer Security or any documents of title thereto being uninsured or inadequately insured

or being held by or to the order of the Trustee or by any person on behalf of the Trustee The Trustee shall not be

responsible for monitoring the compliance of any of the other parties to the Transaction Documents with their

obligations under the Transaction Documents

Appointment and Removal of Trustees

163 The power of appointing a new trustee of the Trust Deed shall be vested in the Issuer but no person shall be

appointed who shall not previously have been approved by an Extraordinary Resolution of the holders of the

Most Senior Class Outstanding in accordance with the Trust Deed One or more persons may hold office as

trustee or trustees of the Trust Deed provided that such trustee or trustees shall be (if there is only one) or

include (if there is more than one) a trust corporation Any appointment of a new trustee of the Trust Deed shall

as soon as practicable thereafter be notified by the Issuer to the Paying Agent the Rating Agencies and the

Noteholders The holders of the Most Senior Class Outstanding shall together have the power exercisable by

Extraordinary Resolution to remove any trustee or trustees for the time being of the Trust Deed The removal of

any trustee shall not become effective unless there remains a trustee of the Trust Deed (being a trust corporation)

in office after such removal or a replacement trust corporation is appointed

Agents Solely Agents of Issuer

164 In acting under the Paying Agency Agreement and in connection with the Notes the Agents act solely as agents

of the Issuer and (to the extent provided therein) the Trustee and do not assume any obligations towards or

relationship of agency or trust for or with any of the Noteholders or Couponholders

Initial Paying Agent and Agent Bank

165 The initial Paying Agent and the Agent Bank is BNP Paribas Securities Services Luxembourg Branch whose

initial specified office is 10 Harewood Avenue London NW1 6AA The Issuer reserves the right (subject to

prior written approval of the Trustee) to vary or terminate the appointment of the Paying Agent or Agent Bank

and to appoint a successor paying agent or agent bank and an additional or successor paying agents at any time

229

having given not less than 30 days notice to the Paying Agent or the Agent Bank (as the case may be) and the

Noteholders pursuant to Condition 19 (Notices to Noteholders)

Maintenance of Paying Agent

166 The Issuer will at all times maintain a Paying Agent The Issuer undertakes that if the Notes are held outside the

ICSDs it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not

obliged to withhold or deduct tax pursuant to European Council Directive 200348EC or any other Directive

implementing the conclusions of the ECOFIN Council meeting of 26th-27th November 2000 or any law

implementing or complying with or introduced in order to conform to such Directive

Notice of any change in the Paying Agent or in its specified offices shall promptly be given to the Noteholders

in accordance with Condition 19 (Notices to Noteholders)

17 MEETINGS OF NOTEHOLDERS

Convening

171 The Trust Deed contains provisions for convening meetings of Noteholders of any class to consider matters

relating to the Notes including the modification of any provision of these Conditions or the Trust Deed or the

provisions of any of the other Transaction Documents Any such modification may be made if sanctioned by an

Extraordinary Resolution subject as provided in Condition 174 (Meeting of Noteholders - Relationship Between

Classes)

Request from Noteholders

172 A meeting of Noteholders of any class may be convened by the Trustee or the Issuer at any time and must be

convened by the Issuer upon the request in writing of Noteholders holding not less than one-tenth of the GBP

Equivalent Principal Amount Outstanding of the outstanding Notes of such class

Quorum

173 The Trust Deed provides that the quorum at any meeting of the Noteholders of any class convened to vote on

(a) a resolution other than an Extraordinary Resolution will be two or more persons present in person

holding Notes of the relevant class andor voting certificates andor being proxies and holding or

representing in the aggregate at least 25 of the aggregate GBP Equivalent Principal Amount

Outstanding of the Notes of that class

(b) an Extraordinary Resolution other than an Extraordinary Resolution relating to a Basic Terms

Modification will be two or more persons present in person holding Notes of the relevant class andor

voting certificates andor being proxies and holding or representing in the aggregate over 50 of the

GBP Equivalent Principal Amount Outstanding of the outstanding Notes of that class or at any

adjourned meeting two or more persons being or representing the Noteholders of that class whatever

the GBP Equivalent Principal Amount Outstanding of the outstanding Notes of that Class so held or

represented and

(c) an Extraordinary Resolution relating to a Basic Terms Modification will be two or more persons

present in person holding Notes of the relevant class andor voting certificates andor being proxies and

holding or representing in the aggregate not less than 75 of the GBP Equivalent Principal Amount

Outstanding of the Notes of the relevant class or at any adjourned meeting two or more persons


holding or representing in the aggregate not less than 3333 of the GBP Equivalent Principal

Amount Outstanding of the outstanding Notes of that Class

and no business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum

be present at the commencement of the meeting

230

If within half an hour from the time appointed for any meeting a quorum is not present the meeting shall if

convened upon the requisition of Noteholders be dissolved In any other case it shall be adjourned for such

period not being less than 14 days nor more than 42 days as may be appointed by the Chairman

At such adjourned meeting two or more persons present in person holding Notes of the relevant Class andor

voting certificates andor being proxies and being or representing in the aggregate the Noteholders of the

relevant Class whatever percentage of the aggregate GBP Equivalent Principal Amount Outstanding of the

Notes of the relevant Class then Outstanding shall form a quorum and shall have the power to pass any

resolution and to decide upon all matters which could properly have been dealt with at the meeting from which

the adjournment took place had a quorum been present at such meeting provided that if at such adjourned

meeting the business to be transacted thereat includes any Basic Terms Modification the quorum shall be two or

more persons present in person holding Notes of the relevant Class andor voting certificates andor being

proxies and being or representing in the aggregate the holders of not less than 3333 of the aggregate GBP

Equivalent Principal Amount Outstanding of the Notes of the relevant Class then Outstanding

Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders and

Couponholders of the relevant class whether present or not

174 Relationship Between Classes

(a) No Extraordinary Resolution involving a Basic Terms Modification that is passed by the holders of one

class of Notes shall be effective unless it is sanctioned by (i) an Extraordinary Resolution of the holders

of each of the other classes of Notes and (ii) only in relation to any proposed amendment to the Priority

of Payments the effect of which would be to adversely affect the interests of the Swap Counterparty in

any way the Swap Counterparty

(b) No Extraordinary Resolution to approve any matter other than a Basic Terms Modification that is

passed by the holders of any class of Notes shall be effective unless it is sanctioned by an Extraordinary

Resolution of the holders of the other classes of Notes which rank senior to the relevant class of Notes

unless the Trustee considers that the interests of the classes of Notes which rank senior to the relevant

class of the Notes would not be materially prejudiced by the implementation of such Extraordinary

Resolution

(c) Any resolution passed at a meeting of any class of Noteholders duly convened and held in accordance

with the Trust Deed shall be binding upon all Noteholders of such class whether or not present at such

meeting and whether or not voting

(d) For the purpose of resolutions and meetings of Noteholders the Class A1 Noteholders and the Class A2

Noteholders shall vote together as the Class A Noteholders with the voting rights for the Class A

Noteholders to be calculated with reference to the GBP Equivalent Principal Amount Outstanding in

accordance with Schedule 5 of the Trust Deed (Provisions for Meetings of Noteholders)

(e) Subject to paragraphs (a) and (b) above any resolution passed at a meeting of the Noteholders of any

class which is duly convened and held as aforesaid shall also be binding upon the holders of all the

other classes of Notes

Resolutions in Writing

175 In addition a resolution in writing signed by or on behalf of all Noteholders of the relevant class who for the

time being are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it

were an ordinary resolution or an Extraordinary Resolution of that class Such a resolution in writing may be

contained in one document or in several documents in the same form each signed by or on behalf of one or

more Noteholders of the relevant class

231

18 MODIFICATION WAIVER AND SUBSTITUTION

Modification

181 The Trustee may without the consent or sanction of the Noteholders the Couponholders or any other

Transaction Creditors concur with the Issuer and subject to Conditions 184 and 185 (Modification Waiver

and Substitution - Restriction on Power to Waive) any other relevant party to any of the Transaction Documents

in making or sanctioning any modification (other than a Basic Terms Modification) to these Conditions the

Trust Deed the Notes or any of the other Transaction Documents to which it is a party or over which it has

security if the in the Trustees opinion such modification

(a) will not be materially prejudicial to the interests of any class of Noteholders or

(b) is of a formal minor administrative or technical nature or to correct a manifest error or an error in

respect of which an English court could reasonably be expected to make a rectification order

The Trustee shall agree without the consent or sanction of the Noteholders the Couponholders or any other

Transaction Creditors with the Issuer and subject to Condition 184 (Modification Waiver and Substitution -

Restriction on Power to Waive) any other relevant party to any of the Transaction Documents in making any

modification other than a Basic Terms Modification to these Conditions the Trust Deed the Notes or the other

Transaction Documents to which it is a party or over which it has security or may give its consent to any event

matter or thing if it is required to do so subject to the satisfaction of specified conditions under the terms of

these Conditions or the Transaction Documents provided such conditions are satisfied

Waiver and Authorisation

182 In addition subject to this Condition 18 (Modification Waiver and Substitution) the Trustee may without the

consent or sanction of the Noteholders the Couponholders or any other Transaction Creditor and without

prejudice to its rights in respect of any subsequent breach condition event or act from time to time and at any

time but only if and in so far as in its opinion the interests of the Noteholders of any class shall not be materially

prejudiced thereby at any time authorise or waive on such terms and subject to such conditions as it shall deem

fit and proper any breach or proposed breach by the Issuer or any other party thereto of any of the covenants or

provisions contained in the Trust Deed the Notes or any of the other Transaction Documents or determine that

any condition event or act which constitutes or which with the giving of notice andor the lapse of time andor

the issue of a certificate would constitute an Enforcement Event shall not or shall not subject to specified

conditions be treated as such for the purposes of the Trust Deed provided that (i) the Trustee shall not exercise

such powers of waiver authorisation or determination in contravention of any express direction given by an

Extraordinary Resolution of the Most Senior Class Outstanding or a request in writing by the holders of not less

than 25 in aggregate GBP Equivalent Principal Amount Outstanding of the Most Senior Class Outstanding

(subject to Condition 183 (Modification Waiver and Substitution - Waiver and Authorisation)) but so that no

such direction or request shall affect any waiver authorisation or determination previously given or made and (ii)

the Trustee shall not exercise such powers of waiver authorization or determination in breach of clause 185

below Any such waiver authorisation or determination shall be binding on the Noteholders and unless the

Trustee agrees otherwise shall be notified by the Issuer to the Noteholders and the Swap Counterparty in

accordance with Condition 19 (Notices to Noteholders) and the Transaction Creditors in accordance with the

Transaction Documents as soon as practicable thereafter In the event of a conflict between (i) the written

request of the holders of not less than 25 in aggregate GBP Equivalent Principal Amount Outstanding of the

Most Senior Class Outstanding and (ii) an Extraordinary Resolution of the holders of the same class of Notes

the instructions issued pursuant to the Extraordinary Resolution shall prevail

183 In connection with any substitution of the principal debtor as is referred to in Condition 188 (Modification

Waiver and Substitution - Substitution) the Trustee may also agree without the consent of the Noteholders or

any other Transaction Creditor to a change of the laws governing the Notes andor the Transaction Documents

provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of

the holders of the Most Senior Class Outstanding

232

Restriction on Power to Waive

184 The Trustee shall not exercise any powers conferred upon it by this Condition 18 (Modification Waiver and

Substitution) in contravention of any express direction by an Extraordinary Resolution of the holders of the Most

Senior Class Outstanding or of a request or direction in writing made by the holders of not less than 25 in

aggregate GBP Equivalent Principal Amount Outstanding of the Most Senior Class Outstanding but so that no

such direction or request shall affect any authorisation waiver or determination previously given or made

185 The Trustee shall not exercise any powers conferred upon it by Condition 181 (Modification Waiver and

Substitution - Modification) or Condition 182 (Modification Waiver and Substitution - Waiver) without the

prior written consent of the relevant Swap Counterparty if (i) the proposed variation directly or indirectly

affects the Priority of Payments such that the interests of the relevant Swap Counterparty are in any way

adversely affected or (ii) the terms of any Transaction Document are amended and the effect of such amendment

is to affect the amount timing or priority of any payments or deliveries due from the Issuer to the relevant Swap

Counterparty or from the relevant Swap Counterparty to the Issuer

Notification

186 Unless the Trustee otherwise agrees the Issuer shall cause any such authorisation waiver modification or

determination to be notified to the Noteholders in accordance with Condition 19 (Notices to Noteholders) the

Interest Rate Swap Counterparty the Currency Swap Counterparty and the other Transaction Creditors in

accordance with the Transaction Documents as soon as practicable after it has been made In addition so long

as the Rated Notes are rated by any Rating Agency any such modification shall be notified in writing by the

Issuer to any such Rating Agency as soon as reasonably practicable thereafter

Binding Nature

187 Any authorisation waiver determination or modification referred to in Condition 181 (Modification Waiver

and Substitution ndash Modification) Conditions 182 and 183 (Modification Waiver and Substitution - Waiver)

shall be binding on the Noteholders and the other Transaction Creditors

Substitution

188 The Trust Deed contains provisions under which any other company may without the consent of the

Noteholders or Couponholders assume the obligations of the Issuer as principal debtor under the Trust Deed

the Deed of Charge and the Notes provided that certain conditions specified in the Trust Deed are fulfilled Any

such substitution of the Issuer shall be notified to Noteholders by the Issuer or the substitute issuer in accordance

with Condition 19 (Notices to Noteholders)

189 No Noteholder or Couponholder shall in connection with any substitution be entitled to claim any

indemnification or payment in respect of any tax consequence thereof for such Noteholder or (as the case may

be) Couponholder

1810 Where in connection with the exercise or performance by it of any right power trust authority duty or

discretion under or in relation to these Conditions or any of the Transaction Documents (including without

limitation in relation to any modification waiver authorisation determination or substitution as referred to

above) the Trustee is required to have regard to the interests of the Noteholders of any class it shall have regard

to the interests of the Noteholders of such class as a class but shall not have regard to any interests arising from

circumstances particular to individual Noteholders (whatever their number) and in particular but without

limitation shall not have regard to the consequences of any such exercise or performance for individual

Noteholders (whatever their number) resulting from their being for any purpose domiciled or resident in or

otherwise connected with or subject to the jurisdiction of any particular territory or any political sub-division

thereof and the Trustee shall not be entitled to require nor shall any Noteholder be entitled to claim from the

Issuer or the Trustee or any other person any indemnification or payment in respect of any Tax consequences of

any such exercise upon individual Noteholders

233

Additional Right of Modification

1811 The Trustee shall be obliged without any consent or sanction of the Noteholders or subject to the receipt of

consent from any of the Transaction Creditors party to the Transaction Document being modified or any

Transaction Creditor which as a result of such amendment would be further contractually subordinated to any

other Transaction Creditor than would otherwise have been the case prior to such amendment any of the other

Transaction Creditors to concur with the Issuer in making any modification (other than in respect of a Basic

Terms Modification) to these Conditions the Notes or any other Transaction Document to which it is a party or

in relation to which it holds security or enter into any new supplemental or additional documents that the Issuer

(in each case) considers necessary

(a) in order to enable the Issuer to comply with any requirements which apply to it under EMIR MIFID

IIMiFIR or SFTR (as applicable) subject to receipt by the Trustee of a certificate issued by the Issuer

or the Cash Manager on behalf of the Issuer certifying to the Trustee the requested amendments are to

be made solely for the purpose of enabling the Issuer to satisfy its requirements under EMIR MIFID

IIMiFIR or SFTR (as applicable) and have been drafted solely to that effect and the Trustee shall be

entitled to rely absolutely on such certification without any liability to any person for so doing

(b) in order to minimise or eliminate any withholding tax imposed on the Issuer as a result of the Foreign

Account Tax Compliance Act (FATCA) provisions of the US Hiring Incentives to Restore

Employment or any regulations or notices made thereunder including (to the extent necessary) the

entry into by the Issuer or the termination of an agreement with the United States Internal Revenue

Service (the IRS) to provide for an exemption to withhold for or on account of any tax imposed in

accordance with FATCA provided in each case the Issuer certifies to the Trustee that such amendment

is being made subject to and in accordance with this paragraph (upon which certification the Trustee

will be entitled to conclusively rely without further enquiry and absent any fraud gross negligence or

wilful default on the part of the Trustee any liability)

(c) in order to allow the Issuer to open additional accounts with an additional account bank or to move the

Accounts to be held with an alternative account bank with the Minimum Rating provided that the

Issuer or the Cash Manager on behalf of the Issuer has certified to the Trustee that (i) such action would

not have an adverse effect on the then current ratings of the Class A1 Notes or Class A2 Notes and (ii)

if a new account bank agreement is entered into such agreement will be entered into on substantially

the same terms as the Account Agreement provided further that if the Issuer or the Cash Manager

determines that it is not practicable to agree terms substantially similar to those set out in the Account

Agreement with such replacement financial institution or institutions and the Issuer or the Cash

Manager on behalf of the Issuer certifies in writing to the Trustee that the terms upon which it is

proposed the replacement bank or financial institution will be appointed are reasonable commercial

terms taking into account the then prevailing current market conditions whereupon a replacement

agreement will be entered into on such reasonable commercial terms and the Trustee shall be entitled to

rely absolutely on such certification without any liability to any person for so doing (notwithstanding

that the fee payable to the replacement account bank may be higher or other terms may differ materially

from those on which the previously appointed bank or financial institution agreed to act) or

(d) for the purpose of complying with or implementing or reflecting any change in the criteria of one or

more of the Rating Agencies which may be applicable from time to time

provided that in relation to any amendment under this Condition 1811(d)

(i) the Issuer or the Cash Manager on behalf of the Issuer certifies in writing to the Trustee that

such modification is necessary to comply with such criteria or as the case may be is solely to

implement and reflect such criteria and

(ii) in the case of any modification to a Transaction Document proposed by any of the Seller the

Servicer the Interest Rate Swap Counterparty the Currency Swap Counterparty or the

Account Bank in order (x) to remain eligible to perform its role in such capacity in conformity

with such criteria andor (y) to avoid taking action which it would otherwise be required to

234

take to enable it to continue performing such role (including without limitation posting

collateral or advancing funds)

(A) the Seller the Servicer the Interest Rate Swap Counterparty the Currency Swap

Counterparty andor the Account Bank as the case may be certifies in writing to the

Issuer and the Trustee that such modification is necessary for the purposes described

in paragraph (d)(ii)(x) andor (y) above (and in the case of a certification provided to

the Issuer the Issuer shall certify to the Trustee that it has received the same from the

Seller the Servicer the Interest Rate Swap Counterparty the Currency Swap

Counterparty andor the Account Bank as the case may be)

(B) either

(1) the Seller the Servicer the Interest Rate Swap Counterparty the Currency

Swap Counterparty andor the Account Bank as the case may be obtains

from each of the Rating Agencies written confirmation (or certifies in

writing to the Issuer and the Trustee that it has been unable to obtain written

confirmation but has received oral confirmation from an appropriately

authorised person at each of the Rating Agencies) that such modification

would not result in a downgrade withdrawal or suspension of the then

current ratings assigned to the Rated Notes by such Rating Agency and

would not result in any Rating Agency placing any Rated Notes on rating

watch negative (or equivalent) and if relevant delivers a copy of each such

confirmation to the Issuer and the Trustee or

(2) the Issuer or the Cash Manager on behalf of the Issuer certifies in writing to

the Trustee that the Rating Agencies have been informed of the proposed

modification and none of the Rating Agencies has indicated that such

modification would result in (x) a downgrade withdrawal or suspension of

the then current ratings assigned to any Class of the Notes by such Rating

Agency or (y) such Rating Agency placing any Notes on rating watch

negative (or equivalent) and

(C) the Seller pays all costs and expenses (including legal fees) incurred by the Issuer and

the Trustee or any other Transaction Party in connection with such modification

(the certificate to be provided by the Issuer or the Cash Manager on behalf of the Issuer the Seller the

Servicer the Interest Rate Swap Counterparty the Currency Swap Counterparty the Account Bank

andor the relevant Transaction Party as the case may be pursuant to this Condition 1811 being a

Modification Certificate) provided that

(1) at least 30 calendar days prior written notice of any such proposed

modification has been given to the Trustee

(2) the Modification Certificate in relation to such modification shall be

provided to the Trustee both at the time the Trustee is notified of the

proposed modification and on the date that such modification takes effect

(3) the consent of each Transaction Creditor which is party to the relevant

Transaction Document or whose ranking in any Priority of Payments is

affected has been obtained and

(4) the Issuer (or the Cash Manager on its behalf) certifies in writing to the

Trustee (which certification may be in the Modification Certificate) that the

Issuer has provided at least 30 calendar days notice to the Noteholders of

each class of the proposed modification in accordance with Condition 19

(Notices to Noteholders) and by publication on Bloomberg on the Company

News screen relating to the Notes and Noteholders representing at least 10

235

per cent of the aggregate GBP Equivalent Principal Amount Outstanding of

the Most Senior Class Outstanding have not contacted the Issuer or Paying

Agent in writing (or otherwise in accordance with the then current practice of

any applicable clearing system through which such Notes may be held)

within such notification period notifying the Issuer or Paying Agent that such

Noteholders do not consent to the modification

For the avoidance of doubt the Trustee shall be entitled to rely upon such Modification Certificate

without further enquiry and absent any fraud gross negligence or wilful default on the part of the

Trustee any liability

If Noteholders representing at least 10 per cent of the aggregate GBP Equivalent Principal Amount

Outstanding of the Most Senior Class Outstanding have notified the Paying Agent or the Issuer in

writing (or otherwise in accordance with the then current practice of any applicable clearing system

through which such Notes may be held) within the notification period referred to above that they do not

consent to the modification then such modification will not be made unless an Extraordinary

Resolution of the Most Senior Class Outstanding is passed in favour of such modification in

accordance with Condition 17 (Meetings of Noteholders)

Objections made in writing other than through the applicable clearing system must be accompanied by

evidence to the Issuers satisfaction (having regard to prevailing market practices) of the relevant

Noteholders holding of the Notes

1812 Notwithstanding anything to the contrary in this Condition 1811 (Additional Right of Modification) the prior

written consent of the relevant Swap Counterparty shall be required for any modifications to Transaction

Documents made pursuant to this Condition 1811 (Additional Right of Modification) if the modification (i)

would affect the amount timing or priority of any payments or deliveries due from the Issuer to the relevant

Swap Counterparty or from the relevant Swap Counterparty to the Issuer or (ii) would modify any of the

Priority of Payments such that the interests of the relevant Swap Counterparty are in any way adversely affected

In circumstances where the consent of the relevant Swap Counterparty is not required pursuant to (i) or (ii)

above the Issuer (or the Cash Manager on its behalf) shall certify as such in writing to the Trustee prior to the

making of such amendment and the Trustee shall be entitled to rely absolutely on such certification without any

liability to any person for so doing The Issuer (or the Cash Manager on its behalf) shall certify to the Trustee

that any amendment to be made pursuant to Condition 1811 (Additional Right of Modification) will not result in

any Transaction Creditor who is not otherwise providing its consent to such amendment being further

contractually subordinated to any other Transaction Creditor and the Trustee shall be entitled to rely absolutely

on such certification without any liability to any person for so doing

(a) Notwithstanding anything to the contrary in this Condition 1811 (Additional Right of Modification) or

any Transaction Document

(i) when implementing any modification pursuant to this Condition 1811 (Additional Right of

Modification) (save to the extent the Trustee considers that the proposed modification would

constitute a Basic Terms Modification) the Trustee shall not consider the interests of the

Noteholders any other Transaction Creditor or any other person evidence provided to it by the

Issuer (or the Cash Manager on behalf of the Issuer) or the relevant Transaction Party as the

case may be pursuant to this Condition 1811 (Additional Right of Modification) and shall not

be liable to the Noteholders any other Transaction Creditor or any other person for so acting

or relying irrespective of whether any such modification is or may be materially prejudicial to

the interests of any such person and

(ii) the Trustee shall not be obliged to agree to any modification which in the sole opinion of the

Trustee would have the effect of (i) exposing the Trustee to any liability against which is has

not be indemnified andor secured andor pre-funded to its satisfaction or (ii) increasing the

obligations or duties or decreasing the rights or protection of the Trustee in the Transaction

Documents andor these Conditions

236

(b) Any such modification shall be binding on all Noteholders and shall be notified by the Issuer as soon as

reasonably practicable to

(i) so long as any of the Notes rated by the Rating Agencies remains outstanding each Rating

Agency

(ii) the Transaction Creditors and

(iii) the Noteholders in accordance with Condition 19 (Notices to Noteholders)

19 NOTICES TO NOTEHOLDERS

Valid Notices and Date of Publication

191 For so long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange require

publication of such notices notices to the Noteholders shall be valid if published in the Company

Announcements section of the website of the Irish Stock Exchange (currently located at wwwiseie) Any such

notice shall be deemed to have been given on the date of first publication Couponholders shall be deemed for

all purposes to have notice of the contents of any notice given to the Noteholders

Other Methods

192 The Trustee may approve some other method of giving notice to the Noteholders if in its opinion that other

method is reasonable having regard to market practice then prevailing and to the requirements of any stock

exchange on which Notes are then listed and provided that notice of that other method is given to the

Noteholders in the manner required by the Trustee

Notices to Irish Stock Exchange and Rating Agencies

193 A copy of each notice given in accordance with this Condition 19 (Notices to Noteholders) shall be provided to

the Rating Agencies the Interest Rate Swap Counterparty and the Currency Swap Counterparty and for so long

as the Notes are listed on the Irish Stock Exchange and the guidelines of the Irish Stock Exchange so require the

Irish Stock Exchange

The Prospectus dated 30 November 2016 relating to the issue of the Notes will be published on the website of

the Irish Stock Exchange (wwwiseie)

20 MISCELLANEOUS

Rounding

201 For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these

Conditions) all percentages resulting from such calculations will be rounded if necessary to the nearest one

hundred-thousandth of a percentage point (with 0000005 being rounded up to 000001)

Third Party Rights

202 These Conditions confer no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of

these Conditions but this does not affect any right or remedy of a third party which exists or is available aside

from the Contracts (Rights of Third Parties) Act 1999

Governing Law

203 The Notes and any non-contractual obligations arising out of or in connection with them are governed by the

laws of England and Wales

The place of performance and venue for legal proceedings is England The English courts have jurisdiction for

the annulment of any Global Note in the event of loss or destruction

237

UNITED KINGDOM TAXATION

The following is a summary of the Issuers understanding of the law and published practice in the United Kingdom as at

the date of this document in relation to certain aspects of the United Kingdom taxation of payments in respect of and of

the issue and transfers of the Notes The comments do not deal with all United Kingdom tax aspects of acquiring

holding or disposing of the Notes and relate only to the position of persons who are absolute beneficial owners of the

Notes and may not apply to certain classes of Noteholders (such as dealers or persons connected with the Issuer) The

comments are made on the assumption that there will be no substitution of the Issuer pursuant to the Trust Deed and do

not consider the tax consequences of any such substitution

The following is a general guide and should be treated with appropriate caution Noteholders who are in any doubt as to

their tax position should consult their own professional advisors Noteholders who may be liable to taxation in

jurisdictions other than the United Kingdom are particularly advised to consult their professional advisors as to whether

they are so liable (and if so under the laws of which jurisdictions) since the following comments relate only to certain

United Kingdom taxation aspects in respect of the Notes In particular Noteholders should be aware that they may be

liable to taxation under the laws of other jurisdictions in relation to payments in respect of the Notes even if such

payments may be made without withholding or deduction for or on account of taxation under the laws of the United

Kingdom

(A) Withholding tax on payments of Interest on the Notes

For so long as the Notes are and continue to be listed on a recognised stock exchange within the meaning of section

1005 of the Income Tax Act 2007 (the Irish Stock Exchange is currently such a recognised stock exchange for this

purpose) interest payments on the Notes will be treated as a payment of interest on a quoted Eurobond within the

meaning of section 882 of the Income Tax Act 2007 In these circumstances payments of interest on the Notes may be

made without withholding or deduction for or on account of United Kingdom income tax

Interest on the Notes may also be paid without withholding or deduction on account of United Kingdom tax where

interest on the Notes is paid to a person who is resident in the United Kingdom for United Kingdom tax purposes or

carries on a trade in the United Kingdom through a permanent establishment and at the time the payment is made the

Issuer reasonably believes (and any person by or through whom interest on the Notes is paid reasonably believes) that the

owner is within the charge to United Kingdom corporation tax as regards the payment of interest or that the payment is

made to one of the persons listed in sections 935-937 of the Income Tax Act 2007 in the circumstances specified in

section 930 of the Income Tax Act 2007 provided that HM Revenue amp Customs have not given a direction (in

circumstances where it has reasonable grounds to believe that the above exemption is not available in respect of such

payment of interest at the time the payment is made) that the interest should be paid under deduction of tax

In all other cases interest on the Notes may fall to be paid under deduction of United Kingdom income tax at the basic

rate (currently 20) subject to such relief as may be available under the provisions of any applicable double taxation

treaty or any other exemption which may apply

Interest on Notes having a maturity of less than one year may be paid without withholding or deduction for or on account

of United Kingdom withholding tax

The references to interest are to interest as understood for the purposes of United Kingdom tax law They do not take

into account any different definition of interest or principal that may prevail under any other tax law or that may

apply under the terms and conditions of the Notes or any related document

(B) Further United Kingdom Income Tax Issues

Interest on the Notes constitutes United Kingdom source income for tax purposes and as such may be subject to income

tax by direct assessment even where paid without withholding However interest with a United Kingdom source received

without deduction or withholding on account of United Kingdom tax will not be chargeable to United Kingdom tax in the

hands of a Noteholder (other than certain trustees) who is not resident for tax purposes in the United Kingdom unless that

Noteholder carries on a trade profession or vocation wholly or partly in the United Kingdom in connection with which

the interest is received or to which the Notes are attributable (and where that Noteholder is a company unless that

Noteholder carries on a trade in the United Kingdom through a permanent establishment in connection with which the

238

interest is received or to which the Notes are attributable) The provisions of an applicable double taxation treaty may

also be relevant for such Noteholders

Accrued Income Scheme ndash Individual Noteholders

A transfer of a Note by a Noteholder who is not within the charge to United Kingdom corporation tax and is resident in

the United Kingdom or by a Noteholder who is not within the charge to United Kingdom corporation tax and is not

resident in the United Kingdom but carries on a trade profession or vocation in the United Kingdom through a branch or

agency to which the Note is attributable may give rise to a charge to income tax in respect of an amount representing

interest on the Note which has accrued since the preceding Payment Date

Taxation of chargeable gains - Individual Noteholders

As the Notes are denominated in Sterling they should be regarded by HM Revenue amp Customs as qualifying corporate

bonds within the meaning of section 117 of the Taxation of Chargeable Gains Act 1992 Accordingly a disposal

(including a redemption) of Notes by an individual Noteholder who is resident in the United Kingdom or by an

individual Noteholder who is not resident in the United Kingdom but carries on a trade profession or vocation in the

United Kingdom through a branch or agency to which the Notes are attributable but in either case who is not within the

charge to corporation tax should not give rise to a chargeable gain or an allowable loss for the purposes of capital gains

tax

Provision of information

HMRC has powers to obtain information and documents relating to the Notes including in relation to issues of and other

transactions in the Notes interest payments treated as interest and other payments derived from the Notes This may

include details of the beneficial owners of the Notes of the persons for whom the Notes are held and of the persons to

whom payments derived from the Notes are or may be paid Information may be obtained from a range of persons

including persons who effect or are party to such transactions on behalf of others registrars and administrators of such

transactions the registered holders of the Notes persons who make receive or are entitled to receive payments derived

from the Notes and persons by or through whom interest and payments treated as interest are paid or credited

Information obtained by HMRC may be provided to tax authorities in other jurisdictions

(C) United Kingdom Corporation Tax Payers

In general Noteholders that are within the charge to United Kingdom corporation tax will be treated as realising profits

or losses (including interest and profits and gains arising as a result of currency fluctuations) for corporation tax

purposes in respect of their holding of the Notes (and amounts payable thereunder) in accordance with the statutory

accounting treatment applicable to such Noteholder

(D) Stamp Duty and Stamp Duty Reserve Tax

No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue of the Notes or on the transfer of a Note

(E) Automatic exchange of information and the EU Savings Directive









To preclude the overlap of the Savings Directive and the new exchange of information regime the Savings Directive will

be repealed from (i) 1 January 2017 in the case of Austria and (ii) 1 January 2016 in the case of all other EU Member

States (subject to on-going requirements to fulfil administrative obligations such as the reporting and exchange of

information relating to and accounting for withholding taxes on payments made before those dates)

239


General

The Joint Lead Managers have upon the terms and subject to the conditions contained in the Subscription Agreement

agreed to subscribe and pay for the Subscription Notes at their issue price of 100 of their Principal Amount

The Class A1 Notes the Class A2 Notes and the Class B Notes are hereby referred to as the Subscription Notes

FRB London has agreed to purchase pound0 of the Class A1 Notes on the Closing Date FRB London has agreed to purchase

euro0 of the Class A2 Notes on the Closing Date FRB London has agreed to purchase pound13205000 of the Class B Notes on

the Closing Date Such purchase will reduce the amount of the Notes to be purchased by the market by an equal amount

The Class C Notes the Class D Notes and the Class E Notes will be subscribed by FirstRand International Limited

In the Subscription Agreement the Issuer and the Seller have also agreed to reimburse the Joint Lead Managers for

certain of their fees costs and expenses incurred in connection with the management of the issue of the Subscription

Notes The Joint Lead Managers are entitled in certain circumstances to be released and discharged from their obligations

under the Subscription Agreement prior to the closing of the issue of the Subscription Notes The Issuer and the Seller

have agreed to indemnify the Joint Lead Managers against certain liabilities in connection with the issue of the

Subscription Notes

The Class C Note Purchaser has agreed to purchase the Class C Notes pursuant to the Class C Note Purchase Agreement

at their issue price of 100 of their respective Principal Amount

The Class D Note Purchaser has agreed to purchase the Class D Notes pursuant to the Class D Note Purchase Agreement


The Class E Note Purchaser has agreed to purchase the Class E Notes pursuant to the Class E Note Purchase Agreement



United States of America and its Territories

Each of (i) the Joint Lead Managers has represented and agreed with the Issuer that the Subscription Notes (ii) the Class

C Note Purchaser has represented and agreed with the Issuer that the Class C Notes (iii) the Class D Note Purchaser has

represented and agreed with the Issuer that the Class D Notes and (iv) the Class E Note Purchaser has represented and

agreed with the Issuer that the Class E Notes in each case have not been and will not be registered under the Securities

Act and include notes in bearer form and may not be offered sold or delivered within the United States or to or for the

account or benefit of US persons except in accordance with Regulation S or pursuant to an exemption from the

registration requirements of the Securities Act

Securities in bearer form are subject to US tax law requirements and may not be offered sold or delivered within the

United States or its possessions or to a US person except in certain transactions permitted by US tax regulations

Terms used in this paragraph have the meaning given to them by the US Internal Revenue Code and regulations

thereunder

The Notes may not be offered sold or delivered (i) as part of their distribution at any time and (ii) otherwise until 40 days

after the later of the commencement of the Offering and the Closing Date within the United States or to or for the

account or the benefit of US persons and only in accordance with Rule 903 of Regulation S accordingly neither such

Joint Lead Manager nor the Class C Note Purchaser nor the Class D Note Purchaser nor the Class E Note Purchaser nor

their respective Affiliates as defined in Rule 501(B) of Regulation D under the Securities Act (Affiliates) nor any

persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of

Regulation S) or general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act)

with respect to the Notes and such Joint Lead Manager the Class C Note Purchaser the Class D Note Purchaser the

Class E Note Purchaser their respective Affiliates and any such persons have complied and will comply with the offering

restrictions requirement of Regulation S

240

At or prior to confirmation of sales of the Notes each Joint Lead Manager will have sent to each distributor dealer or

person receiving a selling concession fee or other remuneration that purchases Notes from it during the distribution

compliance period a confirmation or notice to substantially the following effect The Notes covered hereby have not been

and will not be registered under the Securities Act and may not be offered and sold within the United States or to or for

the account or benefit of US persons (i) as part of their distribution at any time and (ii) otherwise until 40 days after the

later of the commencement of the offering and the Closing Date except in either case in accordance with Regulation S

United Kingdom

In relation to (i) the Subscription Notes each of the Joint Lead Managers has further represented to and agreed with the

Issuer (ii) the Class C Notes the Issuer and the Class C Note Purchaser have represented and agreed with each other (iii)

the Class D Notes the Issuer and the Class D Note Purchaser have represented and agreed with each other and (iv) the

Class E Notes the Issuer and the Class E Note Purchaser have represented and agreed with each other in each case that

(a) they have only communicated or caused to be communicated and will only communicate or cause to be

communicated an invitation or inducement to engage in investment activity (within the meaning of

section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection

with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply

to the Issuer and

(b) they have complied and will comply with all applicable provisions of the FSMA with respect to

anything done by it in relation to the Notes in from or otherwise involving the United Kingdom

Ireland

Each of (i) the Joint Lead Managers in relation to the Subscription Notes (ii) the Class C Note Purchaser in relation to

the Class C Notes (iii) the Class D Note Purchaser in relation to the Class D Notes and (iv) the Class E Note Purchaser

in Relation to the Class E Notes has represented and agreed with the Issuer in each case that

(a) it has not underwritten the issue of or placed the Notes otherwise than in conformity with the

provisions of SI No 60 of 2007 European Communities (Markets in Financial Instruments)

Regulations 2007 (MiFID Regulations) including without limitation Parts 6 7 and 12 thereof and the

provisions of the Investor Compensations Act 1998

(b) it has not underwritten the issue of or placed the Notes otherwise than in conformity with the

provisions of the Irish Central Bank Acts 1942 ndash 2004 (as amended) and any codes of conduct rules

made under Section 117(1) thereof

(c) it has not and will not offer or sell any Notes or placed or do anything in Ireland in respect of the

Notes otherwise than in conformity with the provisions of the Prospectus (Directive 200371EC)

Regulations 2005 and any rules issued under Section 51 of the Irish Investment Funds Companies and

Miscellaneous Provisions Act 2005 by the Central Bank of Ireland

(d) it has not underwritten the issue of placed or otherwise act in Ireland in respect of the Notes otherwise

than in conformity with the provisions of the Market Abuse (Directive 20036EC) Regulations 2005

and any rules issued under Section 34 of the Irish Investment Funds Companies and Miscellaneous

Provisions Act 2005 by the Central Bank of Ireland and

(e) it has only made offers in relation to the Notes if such offers have been consistent with those described

in section 33(5) of the Irish Companies Act 1963 (as amended by the Investment Funds Companies

and Miscellaneous Provisions Act 2006)

The Netherlands

Each of (i) the Joint Lead Managers has represented and agreed with the Issuer that the Subscription Notes (including the

rights representing an interest in a Global Note) (ii) the Class C Note Purchaser has represented and agreed with the

Issuer that the Class C Notes (including the rights representing an interest in a Global Note) (iii) the Class D Note

Purchaser has represented and agreed with the Issuer that the Class D Notes (including the rights representing an interest

in a Global Note) and (iv) the Class E Note Purchaser has represented and agreed with the Issuer that the Class E Notes

241

(including the rights representing an interest in a Global Note) in each case may not directly or indirectly be offered

sold pledged delivered or transferred to individuals or legal entities in The Netherlands as part of the initial distribution

or at any time thereafter other than to an individual or legal entity who or which is both a Professional Market Party

(professionele marktpartij) and a Qualified Investor (gekwalificeerde belegger) both within the meaning of section 11

of the Dutch Financial Supervision Act (Wet op het financieel toezicht)

Germany



in relation to the Class E Notes has represented and agreed that it is aware of the fact that no German prospectus

(Prospekt) within the meaning of the Securities Prospectus Act (Wertpapierprospektgesetz the WpPG) of the Federal

Republic of Germany has been or will be published with respect to these Notes Further each Joint Lead Manager the

Class C Note Purchaser the Class D Note Purchaser and the Class E Note Purchaser has represented and agreed that it

has not engaged and has agreed that it will not engage in the public offering (oumlffentliches Angebot) (as such term is

defined in the WpPG) of the Notes otherwise than in accordance with the WpPG and all other applicable legal and

regulatory requirements

France

Each of (i) the Joint Lead Managers has represented and agreed with the Issuer in respect of the Subscription Notes (ii)

the Class C Note Purchaser has represented and agreed with the Issuer in respect of the Class C Notes (iii) the Class D

Note Purchaser has represented and agreed with the Issuer in respect of the Class D Notes and (iv) the Class E Note

Purchaser has represented and agreed with the Issuer in respect of the Class E Notes in each case that it has not offered

or sold and will not offer or sell directly or indirectly Notes to the public in France and has not distributed or caused to

be distributed and will not distribute or cause to be distributed to the public in France the prospectus or any other

offering material relating to the Notes and that such offers sales and distributions have been and shall only be made in

France to (i) providers of investment services relating to portfolio management for the account of third parties andor (ii)

qualified investors (investisseurs qualifies) other than individuals all as defined in and in accordance with articles

L411-1 L411-2 D411-1 of the French Code moneacutetaire et financier

This Prospectus prepared in connection with the Notes has not been submitted to the clearance procedures of the Autoriteacute

des marches financiers

General




Purchaser has represented and agreed with the Issuer in respect of the Class E Notes in each case that they will not offer

sell or deliver any of the Notes directly or indirectly or distribute this Prospectus or any other offering material relating

to the Notes in or from any jurisdiction except under circumstances that will to the best of its knowledge and belief result

in compliance with the applicable laws and regulations thereof






or sold and will not offer or sell such Notes directly or indirectly to retail investors in the European Economic Area and

has not distributed or caused to be distributed and will not distribute or cause to be distributed to retail investors in the

European Economic Area this prospectus or any other offering material relating to the Notes

For these purposes retail investor means (a) a retail client as defined in point (11) of Article 4 (1) of Directive

201465EU or (b) a customer within the meaning of Directive 200292EC where that customer would not qualify as a

professional client as defined in point (10) of Article 4(1) of Directive 201465EU

242

Public Offers Generally

No action has been or will be taken in any jurisdiction by the Issuer the Joint Lead Managers the Class C Note

Purchaser the Class D Note Purchaser or the Class E Note Purchaser that would or is intended to permit a public

offering of the Notes or possession or distribution of this Prospectus or any other offering material in any country or

jurisdiction where action for that purpose is required The Notes are not intended for investment by retail investors and

this Prospectus has not been prepared for distribution to retail investors

Investor Compliance

Persons into whose hands this Prospectus comes are required by the Issuer and the Joint Lead Managers to comply with

all applicable laws and regulations in each country or jurisdiction in which they purchase offer sell or deliver Notes or

have in their possession distribute or publish this Prospectus or any other offering material relating to the Notes in all

cases at their own expense

243

GENERAL INFORMATION

1 The creation and issue of the Notes has been authorised by a resolution of the Board of Directors of the Issuer

dated 23 November 2016

2 The entry into the transaction set out in this Prospectus has been authorised by a resolution of the Board of

Directors of the Seller dated 11 November 2016

3 Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and

trading on its regulated market The expenses arising in relation to the admission to trading of the Notes on the

Official List of the Irish Stock Exchange are expected to total euro1004120

4 Since the incorporation of the Issuer on 2 September 2016 there have been no governmental legal or arbitration

proceedings against or affecting the Issuer or any of its assets nor is the Issuer aware of any pending or

threatened proceedings

5 Since its incorporation on 2 September 2016 there has been no adverse change in the financial position or

prospects of the Issuer

6 It is a condition of the issue of the Notes that

(a) the Class A1 Notes are on issue rated AAA (sf) by SampP and Aaa (sf) by Moodys

(b) the Class A2 Notes are on issue rated AAA (sf) by SampP and Aaa (sf) by Moodys

(c) the Class B Notes are on issue rated A (sf) by SampP and A2 (sf) by Moodys and

(d) the Class C Notes are on issue rated A- (sf) by SampP and Baa3 (sf) by Moodys

The Class D Notes and the Class E Notes will not be rated

The ratings assigned by SampP to the Rated Notes address (i) (x) in the case of the Senior Notes the timely

payment of interest on the Senior Notes on each Payment Date or (y) in the case of the Class C Notes the

ultimate payment of interest on the Class C Notes on the Final Maturity Date and (ii) the ultimate repayment of

the Principal Amount Outstanding of the Rated Notes on or before the Final Maturity Date

The ratings assigned by Moodys address (i) the timely payment of interest on the Senior Notes and (ii) the

expected loss posed to investors in the Class A Notes the Class B Notes and the Class C Notes by the Final

Maturity Date

7 The Issuer shall procure that the Servicer shall produce a monthly Servicing Report no later than the 10th day of

each calendar month and that the Cash Manager shall produce an Investor Report no later than 2 Business Days

prior to each Payment Date Each Investor Report shall be freely available at

httpsgctabsreportingbnpparibascomindexjsp and on Bloomberg The Issuer will make available to investors

a cash-flow model from the Closing Date to the Final Maturity Date through Lewtan Technologies Inc

8 Loan level data on the Purchased Receivables will be made available to investors from the Closing Date until

the Final Maturity Date at httpsboeportalcoukGlobalPortalAccountloginaspx and such information will be

updated on a regular basis

9 The Issuer does not intend to provide any post-issuance information in relation to the Notes and the performance

of the Purchased Receivables other than what is provided in the Investor Report or in accordance with

paragraph 8 above

10 None of the websites or the contents of such websites referenced within this Prospectus form part of this

Prospectus

244

11 For so long as any of the Notes are outstanding copies of the following documents in physical form may be

inspected during normal business hours and upon written request at the specified office of the Paying Agent

and at the registered office of the Issuer

(a) the Memorandum and Articles of Association of the Issuer

(b) the Paying Agency Agreement

(c) the Trust Deed

(d) the Deed of Charge

(e) the Account Agreement

(f) the Servicing Agreement

(g) the Back-up Servicing Agreement

(h) the Cash Management Agreement

(i) the Class C Note Purchase Agreement

(j) the Class D Note Purchase Agreement

(k) the Class E Note Purchase Agreement

(l) the Corporate Services Agreement

(m) the Amendment and Restatement Deed relating to a Collection Accounts Declaration of Trust

(n) the Collection Accounts Declaration of Trust

(o) the Scottish Declaration of Trust

(p) the Scottish Vehicle Sales Proceeds Floating Charge

(q) the Assignation in Security

(r) the Interest Rate Swap Agreement

(s) the Currency Swap Agreement

(t) the Issuer-ICSDs Agreement and

(u) the then existing Investor Report

12 For so long as any of the Notes are outstanding a copy of the audited Financial Statements for the period since

its incorporation may be obtained during normal business hours at the specified office of the Paying Agent The

first set of audited Financial Statements will be published in respect of the period from the date of incorporation

of the Issuer to 30 June 2017 and every twelve months thereafter These Financial Statements will be available

at the specified office of the Paying Agent It is not intended that any interim Financial Statements of the Issuer

audited or otherwise will be prepared

13 In connection with the application for the Notes to be listed on the Irish Stock Exchange copies of the

Certificate of Incorporation and Memorandum and Articles of Association of the Issuer will be deposited prior

to admission to trading with the Paying Agent where they may be inspected and copies obtained upon request

14 The language of this Prospectus is English Any foreign language text is that is included with or within this

Prospectus has been included for convenience purposes only and does not form part of this Prospectus

15 The Issuers auditors are PricewaterhouseCoopers LLP whose office is located at One Kingsway Cardiff CF10

3PW

245

16 The Notes have been accepted for clearance by Euroclear and Clearstream Luxembourg The Common Code

for the Class A1 Notes is 149611134 and the ISIN is XS1496111342 the Common Code for the Class A2 Notes

is 149611231 and the ISIN is XS1496112316 the Common Code for the Class B Notes is 149611266 and the

ISIN is XS1496112662 the Common Code for the Class C Notes is 149611282 and the ISIN is XS1496112829

the Common Code for the Class D Notes is 149611304 and the ISIN is XS1496113041 and in respect of the

Class E Notes the Common Code is 152029462 and the ISIN is XS1520294627

246

GLOSSARY OF DEFINED TERMS























Affected Vehicle means any diesel-engine vehicle manufactured or branded by Volkswagen and shall include

for the avoidance of doubt any diesel-engine Volkswagen Seat Porsche Skoda Audi Bentley Bugatti and

Lamborghini

Affiliate means in relation to any Person any entity controlled directly or indirectly by the Person any entity

that controls directly or indirectly the Person or any entity directly or indirectly under common control with

such Person (for this purpose control of any entity of Person means ownership of a majority of the voting

power of the entity or Person) For the purposes of this definition with respect to the Issuer Affiliate does not

include the Corporate Services Provider or any entities which the Corporate Services Provider controls









Receivables




247













































248











following amounts













plus






















249


Date) less









Bank of America Merrill Lynch or BAML means Merrill Lynch International


to






such Notes



Interest Rate








CAP means CAP Motor Research Ltd Capital House Bond Court Leeds LS1 5EZ

CAP Gold Book means the residual values forecasting product referred to as the Cap Gold Book as

provided by CAP or the equivalent replacement service provided by CAP




Agreement


Cash Manager Termination Event means any of the events listed in Clause 101 (Termination or

Resignation - Cash Manager Termination Events) of the Cash Management Agreement

250


number 14475760















Notes)










(ii)

ା


or










Payments

251



Date












Notes)





is less than zero





(ii)

ା


or










Notes)




252


is less than zero













Notes)




Amounts and Class B Principal Payment Amounts to be paid on the immediately following Payment Date and

(b) the then Principal Amount Outstanding of the Class C Notes









Notes)






Notes








253


Notes)















of Collections



















with the Trust Deed






CRA15 means the Consumer Rights Act 2015

CRA Regulation means Regulations (EC) No 10602009 as amended

254

CRR means the EU Capital Requirements Regulation formally adopted by the Council and the European

Parliament on 26 June 2013 and implemented in the UK on 1 January 2014 as may be amended or superseded

from time to time




to



Calculation Date

Cure Period means the period until the end of the Monthly Period which includes the thirtieth (30th) day (or

if the Seller elects an earlier date such earlier date) after the date that the Seller became aware or was notified of

a breach of any of the warranties set forth at the relevant Cut-Off Date or Purchase Date (as applicable) which

the Seller has to cure or correct such breach



















Currency Swap Reserve Account means the currency swap reserve account established in respect of

principal and interest payments or any entry into a replacement currency swap agreement on the Class A2 Notes

at the Account Bank or any other bank account specified as such by or on behalf of the Issuer with the consent

of the Trustee in the future in substitution of such Currency Swap Reserve Account in accordance with the

Account Agreement and Deed of Charge

Customary Operating Practices means (i) the normal operating policies and practices in respect of the

origination management administration and collection of receivables adopted by the Servicer from time to time

with respect to HP Contracts HP+ Contracts and PCP Contracts entered into by FRB London or (ii) following

the replacement of the Servicer the normal operating policies and practices in respect of the management

administration and collection of receivables adopted by the successor servicer from time to time with respect to

HP Contracts HP+ Contracts and PCP Contracts


255

Declaration of Trust means the declaration of trust dated 14 September 2016 made by the Share Trustee



thereto











to






Early Settlement Regulations means the Consumer Credit (Early Settlement) Regulations 2004

Effective Rate means the term annual percentage rate applicable to each Financing Contract taking into

account the Option to Purchase Fee under such Financing Contract

Eligibility Criteria means the representations relating to Receivables Ancillary Rights and Financing

Contracts contained in Schedule 3 to the Receivables Purchase Agreement (as summarised in Summary of

Principal Transaction Documents - Receivables Purchase Agreement)



Regulation
















256







Document

















amended










applicable)

Exchange Act means the United States Securities Exchange Act of 1934







minus

257









FCA means the Financial Conduct Authority







thereto










FOS means the Financial Ombudsman Service




FSMA means the United Kingdom Financial Services and Markets Act 2000






the Exchange Rate


Glossary of Defined Terms means this glossary of defined terms




258

HMLs IT Service Provider means Pan Credit or any other entity replacing Pan Credit in its capacity as

provider of IT solutions to the Back-up Servicer









Luxembourg
















of its debts












company




259








class of creditors)



is subject and































ISIN means the international securities identification number pursuant to the ISO - 6166 Standard

ISO means the International Organisation for Standardization

260






Agreement


ICSDs







plc



LCV means light commercial vehicle

Liabilities means in respect of any person any losses damages costs charges awards claims demands

expenses judgments actions proceedings or other liabilities whatsoever including reasonable legal fees and any

Taxes and penalties incurred by that person together with any VAT charged or chargeable in respect of any of

the sums referred to in this definition






Listing Agent means Socieacuteteacute Geacuteneacuterale Securities Services Luxembourg SA









Documents or




261
















such Monthly Period







Most Senior Class Outstanding means the Class A Notes (comprised of the Class A1 Notes and Class A2

Notes treated for these purposes as a single class) while they remain outstanding and thereafter the Class B

Notes while they remain outstanding and thereafter the Class C Notes while they remain outstanding and

thereafter the Class D Notes while they remain outstanding and thereafter the Class E Notes while they remain

outstanding








Principal Payment)








262























Offering means the offering in connection with the Prospectus

OFT means the Office of Fair Trading

Option to Purchase Fee means in respect of a HP Contract HP+ Contract or PCP Contract the fee required

to be paid by the Obligor under the Financing Contract in order to purchase the Financed Object

Original LTV means in relation to each Purchased Receivable the loan-to-value ratio as of the date of

origination of such Purchased Receivable
















263



provisions





class








thereof and






for the time being held by or on behalf of or for the benefit of FRB London

FirstRand International Limited or members of the FRB Group shall (unless and until

ceasing to be so held) be deemed not to remain outstanding and





remain outstanding



Pan Credit means Pancredit Systems Limited Pancredit House 12 Moorfield Close Yeadon Leeds

LS19 7YA United Kingdom








PCP Contract or PCP means each personal contract purchase agreement entered into between an Obligor

and FRB London in the form of a Standard Form Contract which provides for a balloon Final Payment Amount

and under which at the end of the contract term an Obligor may choose to either (a) make a balloon payment of

the Final Payment Amount and Option to Purchase Fee and take title of the Financed Object or (b) return the

Financed Object to the Seller in lieu of making such Final Payment Amount in each case pursuant to the terms

of such contract

264

PCP Contract Vehicle Sale Actual Proceeds means in respect of a Redelivery PCP Contract that is a

Purchased Receivable the proceeds realised by the Servicer from the sale of the relevant Redelivered Vehicle

net of any costs incurred by the Servicer in connection with such sale

PCP Contract Vehicle Sale Expected Proceeds means in respect of a Redelivery PCP Contract that is a

Purchased Receivable the amount of the Final Payment Amount of such Redelivery PCP Contract that would

have been payable by the relevant Obligor(s) had such PCP Contract not become a Redelivery PCP Contract

PCP GFV Loss means in respect of a Purchased Receivable that is a Redelivery PCP Contract an amount

equal to the amount by which the PCP Contract Vehicle Sale Actual Proceeds in respect of such Redelivery PCP

Contract received by the Servicer are less than the PCP Contract Vehicle Sale Expected Proceeds in respect of

such Redelivery PCP Contract

PCP Recoveries means with respect to any calendar month an amount equal to the aggregate of all amounts

(other than scheduled payments) received during such month in respect of PCP Contracts with respect to which

the related Financed Object was finally sold (whether to the user thereof or any other party) including the

proceeds received during such month in respect of Financed Objects sold pursuant to such PCP Contracts and

the amounts received during such month in respect of excess mileage pursuant to such PCP Contracts

PCP Residual Value means with respect to any PCP Contract the Receivable representing the Final

Payment Amount under such PCP Contract

PCS Label means the Prime Collateralised Securities Label

PCS Secretariat means the Prime Collateralised Securities (PLC) UK Limited




















Portfolio means on any day the aggregate of all Purchased Receivables





265

Prepayment means the repayment in full or in part of a Purchased Receivable by the relevant Obligor prior to

the scheduled termination date of the relevant Financing Contract





Payment Date and






Conditions























and where either



Date less



Priority


266

Prospectus Directive means Directive 200371EC as amended by Directive 201073EU including where

the context requires Commission Regulation (EC) No 8092004 and any relevant implementing measure in

each relevant Member State of the European Economic Area



Provisional Pool means the Receivables comprised in the pool of Receivables on the Provisional Pool Date

Provisional Pool Date means 31 October 2016





Purchased Receivable Records means the original andor any copies of the Financing Contracts and all

documents books records and information in whatever form or medium relating to the Financing Contracts

including all computer tapes and discs specifying among other things Obligor details the amount and dates on

which payments are due and are paid under the Financing Contracts which are from time to time maintained by

the Servicer or the Seller with respect to the Purchased Receivables andor the related Obligors


each a Rated Note

Rate-for-Risk Contracts means Financing Contracts which are offered to customers who are categorised as

higher-risk by the Seller as determined in accordance with the Customary Operating Practices




such Receivable







Redelivered Vehicle means if a PCP Contract is a Redelivery PCP Contract the relevant Financed Object

returned by the Obligor (or a dealer or third party on the Obligors behalf) to the Servicer

Redelivery PCP Contract means a PCP Contract under which the Obligor opts to make full and final

settlement of a PCP Contract by redelivery to the Servicer of the Financed Object financed by such PCP

Contract





Regulation S means Regulation S under the Securities Act



267







Counterparty andor


Counterparty
















Event

















268

















Securities Act means the US Securities Act of 1933 as amended from time to time





Servicer Fee means




January 2017) and




Servicer Records means the original andor any copies of all documents and records in whatever form or

medium relating to the Services including all computer tapes files and discs relating to the Services









Servicers Systems means the Servicers Pancredit system or any other similar portfolio data system used by

the Servicer

269

Services means the services to be provided by the Servicer as set out in Schedule 1 to the Servicing

Agreement












Share Trustee means SFM Corporate Services Limited


Solvency II means Directive 2009138EC of the European Parliament and of the Council of 25 November

2009 on the taking-up and pursuit of the business of Insurance and Reinsurance

Solvency II Regulation means Regulation (EU) 201535 of 10 October 2014 supplementing Solvency II













or







Framework Agreement





270





























applicable)










applicable






271
















successor thereto)





accordingly




















Transfer Date means each Friday or if such day is not a Business Day the immediately following Business

Day


Trustee



272


United States means for the purpose of issue of the Notes and the Transaction Documents the United States

of America (including the States thereof and the District of Columbia) and its possessions (including Puerto

Rico the US Virgin Islands Guam America Samoa Wake Island and the Northern Mariana Islands)

Unsold Redelivered Vehicle means a Redelivered Vehicle which has not been sold by the Servicer within 90

Business Days after the PCP Contract became a Redelivery PCP Contract

UTCC Regulations means the Unfair Terms in Consumer Contracts Regulations 1999




















relates






Warranties means the warranties and representations given by the Seller in the Receivables Purchase

Agreement in relation to the Initial Purchased Receivables and the Additional Purchased Receivables

respectively (and as the context requires) and as set out in this Prospectus in sections WARRANTIES AND

REPRESENTATIONS FOR THE SALE OF THE INITIAL PURCHASED RECEIVABLES and

WARRANTIES AND REPRESENTATIONS FOR THE SALE OF ADDITIONAL PURCHASED

RECEIVABLES respectively (and as the context requires)







273






274

ISSUER

TURBO FINANCE 7 PLC

35 Great St Helens

London EC3A 6AP

United Kingdom

PAYING AGENT AND CASH

MANAGER

SERVICER TRUSTEE

BNP Paribas Securities Services

Luxembourg Branch

60 avenue JF Kennedy

L-1855 Luxembourg

Postal address L-2085 Luxembourg



Austin Friars House


London EC2N 2HD

United Kingdom

Wells Fargo Trust Corporation

Limited

One Plantation Place

30 Fenchurch Street

London EC3M 3BD

JOINT ARRANGERS AND JOINT BOOKRUNNERS

Bank of America Merrill Lynch

2 King Edward Street

London EC1A 1HQ

United Kingdom

BNP PARIBAS

10 Harewood Avenue

London NW1 6AA

United Kingdom

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

United Kingdom

JOINT LEAD MANAGERS



Austin Friars House


London EC2N 2HD

United Kingdom



London EC1A 1HQ

United Kingdom

BNP PARIBAS

10 Harewood Avenue

London NW1 6AA

United Kingdom

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Wells Fargo Securities International Limited

1 Plantation Place 30 Fenchurch Street

London EC3M 3BD

United Kingdom

LEGAL ADVISERS

To the Joint Arrangers as to English law

Hogan Lovells International LLP

Atlantic House

Holburn Viaduct

London EC1A 2FG

United Kingdom

To the Seller and Servicer as to English law

Baker amp McKenzie LLP

100 New Bridge Street

London EC4V 6JA

United Kingdom

To the Seller and Servicer as to Scottish law

Brodies LLP Solicitors

15 Atholl Crescent

Edinburgh EH3 8HA

United Kingdom

To the Seller and Servicer as to South African Law

Baker amp McKenzie

1 Commerce Square

39 Rivonia Road

Sandhurst 2196

Johannesburg

South Africa

To the Trustee as to English Law

Allen amp Overy LLP

One Bishops Square

London

E1 6AD

2

TURBO FINANCE 7 PLC

(Incorporated under the laws of England and Wales with limited liability under registered number 10357951)

Notes Principal

Amount

Issue Price Interest

RateReference

Rate

Relevant

Margin

Final Maturity

Date

Ratings

Class A1 pound385000000 100 1 month Sterling

LIBOR +

Relevant Margin1



AAA (sf) by

SampP and Aaa

(sf) by

Moodys

Class A2 euro125000000 100 1 month

EURIBOR +

Relevant Margin2



AAA (sf) by

SampP and Aaa

(sf) by

Moodys

Class B pound58400000 100 1 month Sterling

LIBOR +

Relevant Margin1



A (sf) by SampP

and A2 (sf) by

Moodys

Class C pound8500000 100 300 NA The Payment Date


A- (sf) by SampP

and Baa3 (sf)

by Moodys

Class D pound9720000 100 525 NA The Payment Date


No rating

Class E pound3980000 100 1500 NA The Payment Date


No rating



Issue Date The Issuer expects to issue the Notes in the classes set out above on 30 November

2016 (the Closing Date)

Underlying Assets The Issuer will make payments on the Notes from inter alia payments of principal

and revenue received from a portfolio comprising auto loans (hire purchase agreements

and personal contract purchase contracts) originated by FirstRand Bank Limited acting

through its London Branch (the Seller and the Originator) (the Purchased

Receivables Pool) which will be purchased by the Issuer on the Closing Date and on

each Additional Purchase Date These hire purchase agreements and personal contract

purchase agreements provide for equal monthly payments over the term of the contract

or monthly payments and a final bullet payment or in respect of the personal contract

purchase agreements an additional larger balloon final rental payment at the end of

the term See the section entitled The Provisional Receivables Pool for more

information

Credit Enhancement Subordination of junior ranking Notes

Cash Reserve Account funded from the proceeds of the issue of the Notes on the

Closing Date in an amount of pound3980000 (the Initial Cash Reserve Amount)

corresponding to 07 of the Aggregate Initial Cut-Off Date Principal Balance which

will be topped-up (and increased to an amount corresponding to 13 of the


Specified Cash Reserve Account Required Balance Any balance on the Cash Reserve

Account from time to time (including on the Final Maturity Date) will form part of the

3






















website






the Closing Date












Date



Final Maturity Date





4


















































eligibility

5





SECTION



Joint Lead Managers




6

IMPORTANT NOTICE




















































7








their distribution














































8









PCS Label














Act





Form of Notes





















9











with them

















regulated market



















10














AIFMR






Prospective Obligor




Agreement



and



Collections

Volcker Rule







Interpretation





Union as amended

11







12






on PaymentDate


Receivables




CorporationLimited)

Noteholders




ReceivablesSeller


plc)




Auto loans

Sale ofPurchased

ReceivablesPool

Purchase Price






Issuer Account


Receivables

Transferon

PaymentDate

Seller


via IssuerAccount


Cashflows


Collections



Paying Agent

13








on PaymentDate


Transferon

PaymentDate

Seller


via IssuerAccount


Cashflows


Collections







14

CONTENTS

Heading Page


RISK FACTORS 19





TRIGGERS TABLES 83

FEES 87

USE OF PROCEEDS 88



PCS LABEL 113








THE ISSUER 174



ACCOUNT BANK178

BACK-UP SERVICER179







15







appointedFurther

Information


Bookrunners


London EC1A 1HQ

United Kingdom

NA


London

NW1 6AA

NA


London EC2V 7AE

United Kingdom

NA


London EC1A 1HQ

United Kingdom





London

NW1 6AA





London EC2V 7AE

United Kingdom






1 Plantation Place

30 Fenchurch Street

London

EC3M 3BD






Austin Friars House


London

EC2N 2HD United

Kingdom





London EC3A 6AP

United Kingdom

NA See the section

entitled The Issuer



Austin Friars House


London

EC2N 2HD United

Kingdom

NA See the sections





Purchase Agreement



Austin Friars House


London




16


appointedFurther

Information

EC2N 2HD United

Kingdom


and Summary of



Agreement


Bridgwater Road

Bristol BS13 8AE

United Kingdom

Back-up Servicing







Back-up Servicing

Agreement



60 avenue JF

Kennedy L-2085

Luxembourg

Cash Management





Cash Management

Agreement

Interest Rate Swap

Counterparty


Branch

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD








Rate Swap Agreement

Currency Swap

Counterparty


Branch

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD




Counterparty and



Swap Agreement

Currency Swap

Agreement


London

EC2V 7AE


the Issuer See the


Bank and Summary of


Documents - Account

Agreement


Limited

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD





17


appointedFurther

Information





60 avenue JF

Kennedy L-2085

Luxembourg

Paying Agency





Paying Agency

Agreement



60 avenue JF

Kennedy L-2085

Luxembourg

Paying Agency





Paying Agency

Agreement


Limited

35 Great St Helens

London EC3A 6AP

United Kingdom

Corporate Services





Corporate Services

Agreement


Limited

35 Great St Helens

London EC3A 6AP

United Kingdom





L1616 Luxembourg

NA


St Peter Port

Guernsey

GY1 4NL Channel

Islands


Agreement See the

section entitled



St Peter Port

Guernsey

GY1 4NL Channel

Islands


Agreement See the

section entitled



St Peter Port

Guernsey

GY1 4NL Channel

Islands


Agreement See the

section entitled



Exchange


Dublin 2 Ireland

NA

18


appointedFurther

Information


Albert II

B-1210 Brussels

Belgium

NA


Kennedy L-1855

Luxembourg

NA


London EI4 5FA

United Kingdom

NA



20 Canada Square

Canary Wharf London

EI4 5LH United

Kingdom

NA

19

RISK FACTORS

















































20





























Defects and recalls









and 20 below)




below)





below

21









































and Seat










22


















































23


















































24
















































25













































such Obligor



26


























and regulations




1974 (as amended)










following










27

































Purchase Agreement



















28




















































29




















































30


supplier

20 Protected Goods





with FRB London




have under the CCA






































31





the UCPD




























22 General






Notes









32




























subsequently sold





















33


Notes

















two months





























34


















































35















Receiver as agent


















Preferential debts
















36













of such security






























AGREEMENT







37








Servicing Agreement


level as FRB London











32 Back-up Servicer






Notes





33 Commingling Risk
















38



















Noteholders

































39








otherwise

37 CRA III








































London Branch



40



















































41























































42



















applicable
































43




















































44




















































45








due under the Notes







































the Notes



46





















































47




















































48


















affected

50 Issuer Security





























49














Noteholders



















Noteholders

















50


















































price

51




















































52





contract

















































53















































58 The Volcker Rule







54
































55





































Purchase Agreement








HP+ Contracts




56








vehicles





Financed Object













Unsecured Loan
























57












Financed Object




Payment Amount









Object


Receivables













Principal Balance

pound405000441


Amount Financed

pound1139041



(Principal Balance)

595

pound2411648402

58



(Principal Balance)

9405

pound38088395701


ndash HP Contracts


(Principal Balance)

7845

pound31773368263




Contracts)


(Principal Balance)

042

pound169145064


Contracts


(Principal Balance)

778

pound3151040791


Contracts


(Principal Balance)

1335

pound5406489985


Rate

1285


Rentals

5250



4042



LTV

8888


(months)

1195








59



Purchase Price

Representations and

Warranties





















12 and 49 months


business




Receivable








defences or rights










60


Repurchase of the

Receivables

















Table






Receivables





Replacement Events)






















61


62




Class A1

Notes

Class A2

Notes



Principal

Amount

385000000 125000000 58400000 8500000 9720000 3980000


SampP

Moodys

SampP

Moodys

SampP

Moodys

SampP

NA NA

Anticipated

ratings

Aaa (sf) by

Moodys

AAA (sf) by

SampP

Aaa (sf) by

Moodys

AAA (sf) by

SampP

A2 (sf) by

Moodys

A (sf) by SampP

Baa3 (sf) by

Moodys

A- (sf) by

SampP

No Rating No Rating

Note Credit

Enhancement

Subordination

of Class B C

D and E

Notes Cash

Reserve

Account

Subordination

of Class B C

D and E

Notes Cash

Reserve

Account

Class A2

Cash

Accumulation

Fund

Subordination

of Class C D

and E Notes

Cash Reserve

Account

Subordination

of Class D

and E Notes

Cash Reserve

Account

Subordination

of Class E

Notes Cash

Reserve

Account

NA

Reserve Credit

Enhancement

Cash Reserve

Account

Cash Reserve

Account

Cash Reserve

Account

NA NA NA

Issue Price 100 100 100 100 100 100

Interest Rate

Reference Rate

1 month

Sterling

LIBOR +

Relevant

Margin1

1 month

EURIBOR +

Relevant

Margin2

1 month

Sterling

LIBOR +

Relevant

Margin1

300 525 1500



Relevant

Margin

060 045 150 NA NA NA

Interest Accrual

Method


Interest

Determination

Dates



commences



63

Period commences



Business Day

Convention

Modified

Following

Modified

Following

Modified

Following

Modified

Following

Modified

Following

Modified

Following

First Payment

Date

20 January

2017

20 January

2017

20 January

2017

20 January

2017

20 January

2017

20 January

2017

First Interest

Period



Revolving

Period





Pre-

Enforcement

Redemption

profile




Post-

Enforcement

Redemption

profile







Other Early

Redemption in

Full Events


Final Maturity

Date

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

Form of the

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Application for

Listing

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange


2

XS149611231

6

XS149611266

2

XS149611282

9

XS149611304

1

XS152029462

7

Reg S Common

Code

149611134 149611231 149611266 149611282 149611304 152029462

Clearance

Settlement

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Minimum

Denomination

pound100000 and

integral

euro100000 and

integral

pound100000 and

integral

pound100000 and

integral

pound100000 and

integral

pound100000 and

integral

64

multiples of

pound1000 in

excess thereof

multiples of

euro1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof


Retained

Amount







































65





























Interest

Provisions


Interest

Deferral












and payable







66



















Whole) and







Enforcement

Events













the Issuer









67





negotiations







Limited

Recourse








68










Event











days

Quorum for ordinary

resolutions

Two or more persons


least 25 of the

aggregate GBP





meeting


two or more persons



the aggregate GBP






Resolutions

Two or more persons









Modification which


persons holding or



aggregate GBP





Outstanding)


two or more persons



the aggregate GBP






Modification which


persons holding or







Outstanding)









69




such poll




such poll


Extraordinary

Resolutions







such poll







such poll





applicable)






Rate))

Matters requiring



following matters




a change of Trustee















Resolution



70


Noteholders


























Noteholders



further information





Communication with

Noteholders


following manner










71



the transaction





72

Available

Distribution

Amount









































Payment Date) plus









73



less








Revolving

Period















Amortisation

Event























74

Principal

Payment

Amount






(ii)

ା


or










(ii)

ା


or









Notes










75


Notes

Principal

Amortisation

Amount



Payment Date






and


Expected

Amortisation

Amount


positive




minus












Calculation Date





Monthly Period






Summary of

Priority of

Payments






76



2 Trustee fees




Recovery Incentive


and expenses



Account



and Currency Swap



Payments





Amounts)

8 Class B interest










Amount








Amounts)










Recovery Incentive


ICSDs


and expenses





Payments









Amounts


Amounts








Payments







77


Amounts


Principal Amounts



Payment Amount

17 Class C interest



Payment Amount

19 Class D interest



Payment Amount



Swap Counterpartys


Payments

22 Class E interest








Notes



Payments

excluded from

the Priority of

Payments







of Payments

General Credit

Structure


elements






78






Order of Priority







Balance or
















Maturity Date zero





Hedging
















79


























Cumulative Net

Loss Ratio




Calculation Date

to




Delinquency

Ratio





to




Date)





80











same period plus




Cut-Off Date




Bank Accounts

and Cash

Management



the month
















the trust













81

























Summary of

certain hedging

terms
















10654619843










82

















83

TRIGGERS TABLES


Transaction

Party


Trigger being


following

Interest Rate

Swap

Counterparty (or

any successor

thereto or

guarantor

thereof)


applicable)



















collateral

posting

guarantee of

Interest Rate

Swap

Counterparty

s obligations

replacement

of Interest

Rate Swap

Counterparty

Currency Swap

Counterparty (or

any successor

thereto or

guarantor

thereof)


applicable)



















collateral

posting

guarantee of

Currency

Swap

Counterparty

s obligations

replacement

of Currency

Swap

Counterparty



replacement

of Account

84

















Bank

guarantee of

Account

Banks

obligations

85


Nature of

Trigger


Trigger






be remedied


the Servicer





























Purchase Agreement


Obligors will be


the Purchased

Receivables to the


to the Purchase

Receivables will be

transferred to the

Issuer

Servicer

Replacement

Events









Termination of

appointment of

Servicer

Back-up Servicer to

replace Servicer

86





occurrence or


Cash Manager

Termination

Events



make any payment



Noteholders or



obligations or





Termination of

appointment of Cash

Manager

87

FEES









01 per annum

Ahead of all

outstanding Notes

Monthly on each

Payment Date




plus VAT




VAT




plus VAT


pound35 plus VAT




pound830 plus VAT

Ahead of all

outstanding Notes

As specified


outstanding Notes

Per annum




and Agents fees


bank account opened


bank account opened


Date


Ahead of all

outstanding Notes

As specified



the Notes



EUR euro4500


88

USE OF PROCEEDS





89



















HP+ Contracts



















Contract





90









Receivables






Priority















Contract













91




Portfolio











































92










































93






in the Portfolio












than pound70




Date

















being breached





94













































95



rights































Payment Amount










96




course of business







the Portfolio




































97




Repurchase














Notification Event







Issuer andor




















98


Retained Interest



AIFMR and








Servicing Agreement



















Servicers Duties





Contract




Servicing Agreement



99









Enforcement










Servicing Report







Receivables



Delegation



Servicing Fees






Successor Servicer







100








duties











servicer




















Back-up Servicer




annual period

101













another entity



Servicing Agreement

























to the following




102
















Investor Report




Date)










Report










Receivables




103
































Payment Date






Priority)







104

Delegation




entity










Trustee may approve





























105








Services Agreement


include











relevant companies




Trust Deed





Couponholders













Noteholders



106

















Deed of Charge





Deed of Charge







to in and under


















107


























with the Conditions





Account Agreement
















108


































Agreement













109





























the Class A2 Notes




110







A2 Notes


Agreement













applicable








be)





under FATCA





111

























acceptable rating
























112









































and Wales

113

PCS LABEL













114










Regulation












Outstanding

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 8873 1409864591 1417 348

250000 - 499999 17613 6673413492 2812 1648

500000 - 749999 16352 10112121615 2611 2497










115

Outstanding

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

750000 - 999999 9832 8464102025 1570 209

1000000 - 1499999 7477 8912843158 1194 2201

1500000 - 1999999 1628 2756248001 260 681

2000000 - 2499999 526 1165269655 084 288

2500000 - 2999999 179 486509671 029 12

3000000 - 4999999 149 519671895 024 128

Total 62629 40500044103 10000 100





Loan to Advance

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 999 5 1032516 001 0

1000 - 1999 62 12168415 010 003

2000 - 2999 388 103971369 062 026

3000 - 3999 857 283967008 137 07

4000 - 4999 1858 746604196 297 184

5000 - 5999 3584 1921602026 572 474

6000 - 6999 5158 3117389531 824 77

7000 - 7999 7704 4865502119 1230 1201

8000 - 8999 13941 9355683932 2226 231

9000 - 9999 17099 11607874440 2730 2866

10000 - 10999 11973 8484248551 1912 2095

Total 62629 40500044103 10000 100



116



Original LTV

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 999 5 974553 001 0

1000 - 1999 63 11468183 010 003

2000 - 2999 376 103090674 060 025

3000 - 3999 910 290125693 145 072

4000 - 4999 1827 710882386 292 176

5000 - 5999 3064 1490861942 489 368

6000 - 6999 4875 2730961925 778 674

7000 - 7999 7642 4754825621 1220 1174

8000 - 8999 11488 7865434097 1834 1942

9000 - 9999 14022 9874180007 2239 2438

10000 - 10999 15835 11175330921 2528 2759

11000 - 11999 2296 1361659476 367 336

12000 - 12999 226 130248625 036 032

Total 62629 40500044103 10000 100





Product Description

Number

of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

Percentage

of

Contracts

Percentage

of

Aggregate

Outstanding

Principal

Balance

PCP

Residual

Value

HP

Balloon

Balance

HP Plus 3760 3151040791 600 778 0 0

Hire Purchase 53987 31773368263 8620 7845 0 0


PCP Product 4743 5406489985 757 1335 2728583910 0

117

Total 62629 40500044103 10000 100 2728583910 86921481



Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Company 2103 1645798157 336 406

Individual 60526 38854245946 9664 9594

Total 62629 40500044103 10000 100


New UsedNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

New 3538 2411648402 565 595

Used 59091 38088395701 9435 9405

Total 62629 40500044103 10000 100



Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Direct Debit 62615 40492044194 9998 9998

Other 14 7999909 002 002

Total 62629 40500044103 10000 100


Stratification of

Cars and LCVs

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Car 5106500 34570276897 8154 8536

Motorcycle 524300 1542952010 837 381


118

Vehicle

Total 6262900 40500044103 10000 10000


Original Term

Range ( months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

1200 - 2399 18800 43176904 030 011

2400 - 3599 271000 713008269 433 176

3600 - 4799 1271700 5291720864 2031 1307

4800 - 5999 1965900 13482020563 3139 3329

6000 - 7199 2735500 20970117503 4368 5178

Total 6262900 40500044103 10000 100





Seasoning Range (

months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

2 3500 31896134 006 008

3 389400 3193572721 622 789

4 406900 3251918911 650 803

5 451200 3559018632 720 879

6 397500 3080138161 635 761

7 342800 2620312758 547 647

8 279800 2103407519 447 519

9 257900 1991125969 412 492

10 195800 1486752357 313 367

11 119800 901492106 191 223

12 154900 1041064595 247 257

119

Seasoning Range (

months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

13 130500 886303669 208 219

14 119400 808314574 191 2

15 127800 798769198 204 197

16 152200 931374141 243 23

17 243200 1401632149 388 346

18 399500 2189130486 638 541

19 472900 2551982043 755 63

20 406800 2079918574 650 514

21 245700 1343313876 392 332

22 254800 1288770069 407 318

23 296000 1482448433 473 366

24 165500 809958252 264 2

gt24 2491 667428776 398 165

Total 6262900 40500044103 10000 100





Remaining Term

Range ( Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 1199 277400 361676644 443 089

1200 - 2399 818300 2670197232 1307 659

2400 - 3599 1531500 8188350401 2445 2022

3600 - 4799 2394500 18120583211 3823 4474

4800 - 5999 1241200 11159236615 1982 2755

Total 6262900 40500044103 10000 100


120




Effective Rate

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

5000 - 5999 21100 276737985 034 068

6000 - 6999 68800 842207386 110 208

7000 - 7999 193600 2130822745 309 526

8000 - 8999 351900 3523897587 562 87

9000 - 9999 521900 4606583944 833 1137

10000 - 10999 589300 4909409979 941 1212

11000 - 11999 600300 4385340697 959 1083

12000 - 12999 591400 4173230078 944 103

13000 - 13999 579400 3544183403 925 875

14000 - 14999 470600 2796699576 751 691

15000 - 15999 428100 2375478789 684 587

16000 - 16999 363400 1931710511 580 477

17000 - 17999 300500 1400407127 480 346

18000 - 18999 202400 871653717 323 215

19000 - 19999 204500 1020464239 327 252

20000 - 29999 489900 1395106917 782 344

30000 - 39999 95800 150218606 153 037

40000 - 49999 38400 43284827 061 011

50000 - 149999 118800 103572338 190 026

150000 gt= 32800 19033652 052 005

Total 6262900 40500044103 10000 100



121


PCP Residual Value

as of os Principal

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0000 - 9999 0 0 0 0

10000 - 19999 0 0 0 0

20000 - 29999 4900 52672657 103 097

30000 - 39999 79100 838191598 1668 155

40000 - 49999 190800 2146248954 4023 397

50000 - 59999 120200 1422064576 2534 263

60000 - 69999 48100 564315331 1014 1044

70000 - 79999 18600 221618682 392 41

80000 - 89999 8200 102627865 173 19

90000 gt= 4400 58750322 093 109

Total 474300 5406489985 10000 100




PCP Residual Value

as of Original

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0000 - 9999 0 0 0 0

10000 - 19999 0 0 0 0

20000 - 29999 14800 155909124 312 288

30000 - 39999 150900 1610381625 3182 2979

40000 - 49999 190000 2196585009 4006 4063

50000 - 59999 79500 956769019 1676 177

60000 - 69999 23000 271521562 485 502

70000 - 79999 9800 127598900 207 236

80000 - 89999 4300 61458963 091 114

122

PCP Residual Value

as of Original

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

90000 gt= 2000 26265783 042 049

Total 474300 5406489985 10000 100



16 Capital Financed

Capital Financed

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 180100 215126416 288 053

250000 - 269999 62600 99182541 100 024

270000 - 499999 1175200 3179238915 1876 785

500000 - 749999 1725700 7920678657 2755 1956

750000 - 999999 1336000 8937678200 2133 2207

1000000 - 1249999 822900 7151891348 1314 1766

1250000 - 1499999 451600 4901266190 721 121

1500000 - 1749999 233300 2973572819 373 734

1750000 - 1999999 104400 1547458465 167 382

2000000 - 2249999 64900 1089218706 104 269

2250000 - 2499999 35600 696592304 057 172

2500000 - 2999999 40500 894137034 065 221

3000000 - 3499999 17200 450951103 027 111

3500000 - 3999999 6500 207576329 010 051

4000000 - 4499999 3300 115653377 005 029

4500000 - 4999999 3000 115035874 005 028

5000000 - 7499999 100 4785825 000 001

Total 6262900 40500044103 10000 100



123




Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0 - 2499 4642000 28329354690 7412 6995

2500 - 2699 149200 975110041 238 241

2700 - 4999 792200 5406775540 1265 1335

5000 - 7499 390800 2932659937 624 724

7500 - 9999 132300 1063195483 211 263

10000 - 12499 79800 808563370 127 2

12500 - 14999 27600 280602865 044 069

15000 - 17499 17700 230090981 028 057

17500 - 19999 10100 125786084 016 031

20000 - 22499 8300 127180619 013 031

22500 - 24999 3200 40910532 005 01

25000 - 29999 4600 77530036 007 019

30000 - 34999 2500 53787512 004 013

35000 - 39999 900 16474534 001 004

40000 - 44999 800 14927941 001 004

45000 - 49999 200 1473062 000 0

50000 - 74999 500 12551387 001 003

75000 gt= 200 3069489 000 001

Total 6262900 40500044103 10000 100




124


RegionNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

East Midlands 489500 3154886128 782 779

East of England 652100 4305874444 1041 1063

London 620700 4443732861 991 1097

North East 437200 2847555568 698 703

North West 842700 5359355907 1346 1323

Scotland 265300 1891360556 424 467

South East 659000 4208736241 1052 1039

South West 550700 3389439285 879 837

Wales 538000 3227442200 859 797

West Midlands 521400 3193246038 833 788

Yorkshire amp

Humberside686300 4478414875 1096 1106

Total 6262900 40500044103 10000 100


Make

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Audi 561600 4964659344 897 1226

Ford 800500 4892734220 1278 1208

Vauxhall 850800 4835961795 1358 1194

Volkswagen 608600 3883916387 972 959

BMW 421700 3552077944 673 877

Mercedes-Benz 256900 2453345068 410 606

Nissan 258600 1860566355 413 459

Land Rover 140800 1822564540 225 45

Peugeot 271500 1442548700 434 356

Citroen 241100 1357752919 385 335

Renault 183200 960501601 293 237

125

Make

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Seat 147500 831966847 236 205

Kia 100900 687262138 161 17

Honda 189600 672866483 303 166

Fiat 125600 610426267 201 151

Toyota 96400 525348621 154 13

Mini 96200 521920322 154 129

Hyundai 78500 470484247 125 116

Suzuki 114000 381303440 182 094

Skoda 65900 350598410 105 087

Volvo 50800 349778356 081 086

Jaguar 35800 326364633 057 081

Mitsubishi 39500 281153964 063 069

Porsche 15400 264548704 025 065

Mazda 49600 250632039 079 062

Yamaha 79300 218297850 127 054

Kawasaki 56500 188700886 090 047

Triumph 43900 157061075 070 039

Lexus 17200 126360365 027 031

Alfa Romeo 21000 123109375 034 03

Other 244000 1135231208 390 28

Total 6262900 40500044103 10000 100


Age of Car Range

(Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

lt= 1199 195900 1783720048 313 44

1200 - 2399 413500 3601281551 660 889

2400 - 3599 520800 4301796877 832 1062

126

Age of Car Range

(Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

3600 - 4799 795800 6470289314 1271 1598

4800 - 5999 994700 7176162640 1588 1772

6000 - 7199 965200 6080302500 1541 1501

7200 - 8399 674900 3857936102 1078 953

8400 - 9599 531300 2648701008 848 654

9600 - 10799 474300 2081372712 757 514

10800 - 11999 377400 1468494190 603 363

12000 - 13199 225400 760385984 360 188

13200 - 14399 65400 204729919 104 051

14400 - 23999 28300 64871258 045 016

Total 6262900 40500044103 10000 100






Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

N 204100 1594004405 326 394

Y 6058800 38906039698 9674 9606

Total 6262900 40500044103 10000 100



Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Blank 19200 90374634 031 022

A 4714400 31433182282 7528 7761

127


Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

B 1427800 8555606034 2280 2112

C 65500 308453167 105 076

D 22200 88270939 035 022

U 13800 24157047 022 006

Total 6262900 40500044103 10000 100


DealerNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Car Giant 260000 1899183460 415 469

Zuto Limited 221800 1096966092 354 271

Arnold Clark

Automobiles Ltd145900 894532558 233 221

Evolution Funding

Limited132700 837250390 212 207

CarFinance247 127700 786650000 204 194

Evolution Funding

Ltd DEAL SAVER74800 694408277 119 171

Kennah Motor Credit

Limited74800 451515101 119 111

Mann Island Finance

Limited61100 450425701 098 111

The Trade Centre

Wales Limited

(Neath)

82700 446912577 132 11


Big Motoring World

(West Malling)37600 363099878 060 09

DSG Financial


V12 Sports And

Classics Ltd52300 325778063 084 08

128

DealerNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance


Ltd49900 275718555 080 068

Vans Direct Ltd 28100 250251802 045 062

Meridian Finance

Partners Ltd25300 237685808 040 059

Rix Motor Company

Limited23900 215198472 038 053

Sascron Limited 23800 213676543 038 053

Hammond Road

Garage Limited25400 208543474 041 051

European Vehicle

Contracts Ltd31000 203330620 049 05

Other 4676000 29876461012 7466 7377

Total 6262900 40500044103 10000 100

24 Fuel Type

Fuel TypeNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

No Data 42000 259795212 067 064


Diesel 3584700 26912109336 5724 6645

Petrol 2630000 13252298562 4199 3272

Total 6262900 40500044103 10000 100


QuarterNumber of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

of

Contracts

Percentage of

Aggregate

Outstanding

Principal

Balance

PCP Residual


2017 Q2 1600 18222155 034 034 16848750 062

2017 Q3 1600 15320973 034 028 13483375 049

129

QuarterNumber of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

of

Contracts

Percentage of

Aggregate

Outstanding

Principal

Balance

PCP Residual


2017 Q4 2800 30536474 059 056 24220750 089

2018 Q1 2500 26863252 053 05 21104352 077

2018 Q2 10400 104888489 219 194 77382875 284

2018 Q3 9900 101950871 209 189 66258437 243

2018 Q4 11800 125231195 249 232 76519931 280

2019 Q1 19100 211000084 403 39 125891977 461

2019 Q2 32300 355773098 681 658 212086912 777

2019 Q3 35900 413910895 757 766 230482565 845

2019 Q4 19300 228397640 407 422 112710831 413

2020 Q1 75600 826692344 1594 1529 394637451 1446

2020 Q2 112600 1309638133 2374 2422 619408070 2270

2020 Q3 137800 1625611942 2905 3007 732328878 2684

2020 Q4 1100 12452440 023 023 5218756 019

Total 474300 5406489985 10000 100 2728583910 10000




Final Payment

Amount

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 28700 156543411 605 29

250000 - 499999 235900 1962243091 4974 3629

500000 - 749999 120700 1466927889 2545 2713

750000 - 999999 41800 663543863 881 1227

1000000 - 1499999 31800 697067660 670 1289

1500000 - 1999999 10600 295147236 223 546

2000000 - 2499999 3500 115069963 074 213

130

2500000 - 2999999 900 34772453 019 064

3000000 - 4999999 400 15174419 008 028

Total 474300 5406489985 10000 100





NewUsedNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

New 35300 398329427 744 737

Used 439000 5008160558 9256 9263

Total 474300 5406489985 10000 100

131








programme









132




future results



HP TOTAL section

Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total value

of assets

defaulting

per quarter

(GBP)



2010 Q473763782 006 032 059 084 101 127 165 182 210 231 249 262 275 281 285 289 291 293 294 294 294 294 294

2011 Q196526412 010 033 060 093 117 138 160 190 224 248 272 288 303 313 320 325 327 329 329 330 331 331

2011 Q295428100 014 034 072 103 126 153 177 204 232 259 285 302 320 327 331 337 341 342 343 343 344

2011 Q397694977 008 032 051 069 107 140 178 197 228 262 283 294 308 314 319 326 330 332 333 333

2011 Q483018418 009 042 066 103 138 164 184 205 223 240 250 262 270 280 285 288 292 293 293

2012 Q1117084611 009 034 058 091 124 144 162 180 205 220 239 253 264 268 269 272 274 274

2012 Q2120797759 016 038 065 089 112 129 156 177 192 208 227 239 249 255 261 263 266

2012 Q3117285650 005 030 062 086 114 134 158 168 191 210 234 244 255 259 265 267

2012 Q4105159118 015 041 075 097 123 151 178 197 218 241 255 267 276 284 286

2013 Q1119562146 011 032 054 074 097 113 134 161 179 201 225 237 252 258

2013 Q2138414099 013 036 061 084 103 130 159 185 209 228 250 267 274

133

HP TOTAL section

Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total value

of assets

defaulting

per quarter

(GBP)



2013 Q3147418158 013 040 067 083 105 129 153 179 201 220 246 257

2013 Q4145362398 009 036 052 083 110 144 176 199 222 248 270

2014 Q1219413237 012 041 080 117 147 180 213 240 269 290

2014 Q2243685485 011 047 094 132 172 205 230 260 279

2014 Q3247085179 012 056 096 143 177 213 246 267

2014 Q4206983400 008 054 090 124 168 203 227

2015 Q1271728458 011 050 083 120 161 182

2015 Q2273355498 013 056 096 134 156

2015 Q3290320008 011 053 091 114

2015 Q4261699649 014 074 108

2016 Q1339928569 013 044

2016 Q2333180664 004

134

135


Quarter of

Origination

Original Principal

Amount of Loans

Originated in each

Quarter (GBP)

Total value of

assets

defaulting

per quarter

(GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q13387867 000 005 005 037 037 037 037 037 037 040

2014 Q27008803 000 000 000 008 053 053 053 053 066

2014 Q39007366 000 033 033 043 067 078 078 078

2014 Q49215504 000 000 012 012 018 018 047

2015 Q112052870 000 000 045 055 069 087

2015 Q215408362 008 026 056 071 077

2015 Q316366689 024 024 031 041

2015 Q434162703 000 006 019

2016 Q164795887 008 014

2016 Q280341173 002

136

137




Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2010 Q459852054 007 030 051 074 093 119 161 177 207 223 241 252 265 272 277 280 282 284 284 285 285 285 285

2011 Q179863843 010 035 059 092 118 137 159 190 226 251 276 291 308 319 326 330 333 334 334 335 336 336

2011 Q281710215 016 038 074 109 129 158 181 209 238 265 290 309 327 333 337 343 346 348 349 349 350

2011 Q383230231 009 034 054 070 109 139 178 198 225 262 285 297 312 319 325 333 336 338 339 339

2011 Q469753628 010 042 066 105 139 163 184 205 224 237 246 259 267 276 283 285 288 290 290

2012 Q198601216 009 033 053 092 126 145 165 182 208 222 242 257 268 272 274 278 279 279

2012 Q2104953341 016 039 065 091 114 130 159 178 191 207 226 240 249 255 261 263 265

2012 Q3102397003 006 028 061 083 110 131 155 164 189 209 233 243 253 258 265 267

2012 Q491443207 016 045 080 104 130 157 184 201 222 244 259 271 280 288 291

2013 Q1104329259 011 034 056 079 105 122 144 172 191 212 239 251 266 273

2013 Q2118406202 015 038 063 087 108 135 164 191 215 237 259 278 286

2013 Q3126053108 015 041 070 086 109 132 159 184 208 226 253 265

2013 Q4122362605 010 037 053 083 112 148 183 206 229 255 275

2014 Q1182943218 013 042 081 121 151 182 213 241 272 293

138


Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2014 Q2205044827 011 049 097 132 173 206 231 262 281

2014 Q3205307354 012 057 098 147 181 219 254 275

2014 Q4168037718 010 059 095 129 172 206 232

2015 Q1223214181 010 047 084 116 159 181

2015 Q2224321718 014 060 104 143 167

2015 Q3234869239 012 053 093 113

2015 Q4213239293 016 081 116

2016 Q1281280216 015 047

2016 Q2271528599 005

139

140


Quarter of

Origination

Original Principal

Amount of Loans

Originated in each

Quarter (GBP)

Total value

of assets

defaulting

per quarter

(GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q13093790 000 006 006 040 040 040 040 040 040 044

2014 Q26519878 000 000 000 000 048 048 048 048 062

2014 Q37912450 000 038 038 049 076 089 089 089

2014 Q48312525 000 000 013 013 013 013 044

2015 Q110715309 000 000 051 062 068 068

2015 Q213801107 009 029 047 063 070

2015 Q314258915 027 027 036 047

2015 Q431151223 000 007 021

2016 Q157432156 009 015

2016 Q271352318 002

141

142




Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2010 Q43824531 000 077 130 175 175 175 175 180 193 245 285 316 330 330 330 338 341 341 341 341 341 341 341

2011 Q14721228 002 002 089 144 144 151 181 223 250 261 270 297 309 321 321 339 339 339 339 339 339 339

2011 Q23735886 000 000 039 039 092 092 105 105 106 228 252 288 332 355 355 376 394 394 394 395 396

2011 Q33726451 000 000 000 011 011 076 076 101 188 188 203 203 204 204 204 204 215 221 221 221

2011 Q43537635 000 053 061 090 117 158 158 158 193 222 266 285 285 285 285 285 297 297 297

2012 Q16064506 000 033 058 058 079 079 091 091 104 138 138 166 178 178 178 178 186 186

2012 Q25062892 028 045 045 071 078 078 085 104 104 148 148 148 167 186 186 186 198

2012 Q33580159 000 000 000 116 116 116 130 130 130 159 197 197 213 228 228 228

2012 Q42618317 000 000 013 030 078 078 078 180 180 202 233 263 263 271 271

2013 Q12919946 000 000 000 000 000 000 000 000 000 026 030 030 080 081

2013 Q24212036 000 009 009 020 020 029 045 052 073 073 109 112 112

2013 Q34358797 000 009 018 018 018 066 075 113 118 239 282 282

2013 Q43835411 000 035 075 075 075 087 087 109 147 214 269

2014 Q16476714 000 017 090 090 134 146 251 300 315 371

143


Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2014 Q26006343 016 016 029 131 170 183 197 217 253

2014 Q35658631 041 087 114 169 169 191 209 209

2014 Q44594359 000 045 108 108 206 260 277

2015 Q15770810 013 024 037 126 140 140

2015 Q23573451 000 012 012 028 055

2015 Q37101809 015 116 116 174

2015 Q44692830 000 000 067

2016 Q15011181 000 000

2016 Q24396490 000

144

145


Quarter of

Origination

Original

Principal Amount

of Loans

Originated in

each Quarter

(GBP)

Total value of

assets

defaulting per

quarter (GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q1294077 000 000 000 000 000 000 000 000 000 000

2014 Q2488925 000 000 000 118 118 118 118 118 118

2014 Q31094916 000 000 000 000 000 000 000 000

2014 Q4902979 000 000 000 000 070 070 070

2015 Q11337561 000 000 000 000 073 240

2015 Q21607255 000 000 136 136 136

2015 Q32107774 000 000 000 000

2015 Q43011480 000 000 000

2016 Q17363731 000 012

2016 Q28988856 000

146

147




Date

Outstanding

Principal

Amount (GBP)

Current

(GBP)

pound20+ - 100

Instalments

(GBP)

101 - 200

Instalments

(GBP)

201 - 300

Instalments

(GBP)

Over 3

Instalments

(GBP)

Frozen

(GBP)

pound20+ - 100

Instalments

(age)

101 - 200

Instalments

(age)

201 - 300

Instalments

(age)

Over 3

Instalments

(age)

Frozen

(age)

2005 Q1175788760 161607615 9502466 1957145 330398 182489 2207415 541 111 019 010 126

2005 Q2186995043 170719648 11016677 2333410 290573 213160 2408765 589 125 016 011 129

2005 Q3193470174 176210694 11684221 1880288 373008 156108 3178072 604 097 019 008 164

2005 Q4193216565 160975100 25286684 3141689 511279 186338 3119924 1309 163 026 010 161

2006 Q1195814568 179557117 10938648 2010277 223791 154295 2930440 559 103 011 008 150

2006 Q2199348930 182383346 11388337 1984084 267531 160368 3171855 571 100 013 008 159

2006 Q3197782850 173297338 18321184 2633496 209314 218858 3100656 926 133 011 011 157

2006 Q4194803784 168136944 19367270 2870654 446876 251975 3728399 994 147 023 013 191

2007 Q1197425250 169477486 17724125 3278979 657988 651719 5644057 898 166 033 033 286

2007 Q2196688882 167798544 20372499 3499089 784034 872145 3360158 1036 178 040 044 171

2007 Q3200150421 168262650 23229062 3719085 976539 797443 3177054 1161 186 049 040 159

2007 Q4202625001 183586066 11179182 2930562 796352 672276 3471511 552 145 039 033 171

2008 Q1213938152 194854537 10948070 2840629 663158 514833 4124788 512 133 031 024 193

2008 Q2228587545 207842773 11570918 3124788 706641 550051 4808277 506 137 031 024 210

2008 Q3234673981 215662986 11314304 2817630 515320 524792 3835546 482 120 022 022 163

2008 Q4240816285 220327384 11828532 3389002 897442 595251 3761245 491 141 037 025 156

2009 Q1251032832 231523152 9828441 3474348 652146 716885 4840083 392 138 026 029 193

2009 Q2269890719 251724702 8581800 3584345 723744 666821 4630556 318 133 027 025 172

2009 Q3297813863 280247564 8337662 3676239 744456 566363 4265458 280 123 025 019 143

2009 Q4318959894 301557758 8356547 3845329 842598 517148 3838591 262 121 026 016 120

2010 Q1350574072 334271386 7206533 3395286 759047 382351 4571021 206 097 022 011 130

2010 Q2376912178 361592407 7546012 2804183 624302 349780 3999041 200 074 017 009 106

2010 Q3415918958 400185063 7865774 3054072 570898 304385 3946234 189 073 014 007 095

2010 Q4442267452 424678376 9156977 3525281 620088 309406 3982100 207 080 014 007 090

2011 Q1484209652 467053580 8852926 3064631 592732 286008 4368583 183 063 012 006 090

2011 Q2522644211 505123179 9115530 3390205 559599 298814 4170897 174 065 011 006 080

2011 Q3558258854 539932384 9632280 3589656 709409 256745 4149262 173 064 013 005 074

148


Date

Outstanding

Principal

Amount (GBP)

Current

(GBP)

pound20+ - 100

Instalments

(GBP)

101 - 200

Instalments

(GBP)

201 - 300

Instalments

(GBP)

Over 3

Instalments

(GBP)

Frozen

(GBP)

pound20+ - 100

Instalments

(age)

101 - 200

Instalments

(age)

201 - 300

Instalments

(age)

Over 3

Instalments

(age)

Frozen

(age)

2011 Q4572683477 551957717 11094148 3970302 664746 361706 4645096 194 069 012 006 081

2012 Q1618007647 599675819 9875257 3108003 624867 352420 4383371 160 050 010 006 071

2012 Q2662804300 644555750 9715131 3116674 573087 346276 4497382 147 047 009 005 068

2012 Q3702157623 682524678 10430686 3387059 565677 341631 4906994 149 048 008 005 070

2012 Q4724870068 702464169 12809281 3933585 771043 332885 4567961 177 054 011 005 063

2013 Q1754526009 729014124 15150603 4419686 806976 419948 4712842 201 059 011 006 062

2013 Q2796535458 772386441 14865889 3669675 635852 440270 4546496 187 046 008 006 057

2013 Q3844133164 817626971 16075556 3959862 810427 407653 5252695 190 047 010 005 062

2013 Q4887451121 856888701 18500319 5178450 1008195 595741 5282780 208 058 011 007 060

2014 Q1997634695 967324822 18208865 4708641 1123758 607460 5660726 183 047 011 006 057

2014 Q21128386241 1094083818 20791168 5360896 1063288 776431 6327218 184 048 009 007 056

2014 Q31251714523 1210420988 25667244 6212592 1317153 743518 7347752 205 050 011 006 059

2014 Q41345719401 1297307386 29327111 7878594 1628718 977746 8598808 218 059 012 007 064

2015 Q11493210809 1444528213 28821519 7275175 1530547 910289 10170612 193 049 010 006 068

2015 Q21633007770 1575282945 34813676 8611794 1556352 1129883 11635528 213 053 010 007 071

2015 Q31769162880 1708224382 36064896 9245007 1982110 1235153 12423778 204 052 011 007 070

2015 Q41887340385 1818467340 41129352 11159373 2428799 1498937 12659158 218 059 013 008 067

2016 Q12094243576 2017356565 42778296 12544849 3092803 1686887 16797460 204 060 015 008 080

2016 Q22300798145 2214402878 46961397 14182538 3380756 1912015 19974280 204 062 015 008 087

000

020

040

060

080

100

2011Q4

2012Q1

2012Q2

2012Q3

2012Q4

2013Q1

2013Q2

2013Q3

2013Q4

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2




149



Total Assets



Recoveries as of

principal amount

2005 Q1 1138901 659520 5791

2005 Q2 1349800 716302 5307

2005 Q3 1050490 548630 5223

2005 Q4 1430177 792476 5541

2006 Q1 1634892 924010 5652

2006 Q2 1727959 895985 5185

2006 Q3 1729206 940282 5438

2006 Q4 1476128 796357 5395

2007 Q1 98790 64100 6489

2007 Q2 1830142 972936 5316

2007 Q3 1516640 786932 5189

2007 Q4 1024086 631680 6168

2008 Q1 1245600 766249 6152

2008 Q2 1244031 779678 6267

2008 Q3 2104137 1181751 5616

2008 Q4 2326613 1255252 5395

2009 Q1 2067229 1154377 5584

2009 Q2 2881847 1902449 6601

2009 Q3 3037320 1836288 6046

2009 Q4 2750191 1914229 6960

2010 Q1 2113341 1502891 7111

2010 Q2 2197065 1578133 7183

2010 Q3 2262382 1427615 6310

2010 Q4 1835415 1116297 6082

2011 Q1 1931753 1268499 6567

2011 Q2 2414895 1526679 6322

2011 Q3 2539757 1547362 6093

150

Total Assets



Recoveries as of

principal amount

2011 Q4 2492597 1512962 6070

2012 Q1 2709195 1774073 6548

2012 Q2 2683227 1688530 6293

2012 Q3 2246821 1209946 5385

2012 Q4 3516253 2283523 6494

2013 Q1 3168295 2142752 6763

2013 Q2 3609557 2272008 6294

2013 Q3 3262466 2153326 6600

2013 Q4 3019303 1972254 6532

2014 Q1 3498505 2317645 6625

2014 Q2 3052270 1927997 6317

2014 Q3 4052499 2616460 6456

2014 Q4 3938849 2470489 6272

2015 Q1 5538947 3467848 6261

2015 Q2 5563206 3382357 6080

2015 Q3 7229400 4422679 6118

2015 Q4 6420866 3859748 6011

2016 Q1 7657078 4584515 5987

2016 Q2 8729697 5078459 5817

151



Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Jan-07 20 80441 46873 5827

Feb-07 13 58088 34833 5997

Mar-07 14 54099 28013 5178

Apr-07 20 93831 59040 6292

May-07 14 59721 37374 6258

Jun-07 9 32919 17758 5394

Jul-07 15 46696 29520 6322

Aug-07 34 167908 87771 5227

Sep-07 29 123705 74504 6023

Oct-07 16 48499 26211 5404

Nov-07 8 45601 31073 6814

Dec-07 13 69433 37530 5405

Jan-08 24 97998 55823 5696

Feb-08 28 100294 57540 5737

152

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Mar-08 8 33792 20184 5973

Apr-08 22 100523 64694 6436

May-08 17 65425 38573 5896

Jun-08 24 85928 43165 5023

Jul-08 25 93639 49200 5254

Aug-08 15 138145 83961 6078

Sep-08 23 103622 57135 5514

Oct-08 16 94906 55797 5879

Nov-08 27 127806 72214 5650

Dec-08 17 99139 50266 5070

Jan-09 17 112223 57093 5087

Feb-09 16 89962 62605 6959

Mar-09 27 114765 77642 6765

Apr-09 27 135372 95100 7025

May-09 25 111562 74195 6651

Jun-09 21 126191 87675 6948

Jul-09 24 137432 91418 6652

Aug-09 22 122384 86075 7033

Sep-09 24 147628 94456 6398

Oct-09 25 162943 107355 6589

Nov-09 25 129864 89708 6908

Dec-09 14 63589 39778 6255

Jan-10 17 79723 53621 6726

Feb-10 24 121156 93838 7745

Mar-10 28 130705 93636 7164

Apr-10 18 89481 64777 7239

May-10 18 70268 40641 5784

Jun-10 9 42039 27702 6590

Jul-10 12 70085 46119 6580

153

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Aug-10 11 45144 32375 7171

Sep-10 9 57440 38400 6685

Oct-10 11 51602 32604 6318

Nov-10 16 78462 60760 7744

Dec-10 10 50865 30385 5974

Jan-11 11 70556 51128 7246

Feb-11 11 38263 27492 7185

Mar-11 16 101829 85675 8414

Apr-11 21 82945 56995 6871

May-11 16 90097 59398 6593

Jun-11 15 72916 46987 6444

Jul-11 6 24429 16072 6579

Aug-11 13 63932 37400 5850

Sep-11 9 35653 25740 7220

Oct-11 23 92033 67840 7371

Nov-11 9 36080 28860 7999

Dec-11 8 47027 37480 7970

Jan-12 18 79090 56069 7089

Feb-12 19 120715 91131 7549

Mar-12 16 71979 54299 7544

Apr-12 7 37390 26954 7209

May-12 14 63665 50947 8002

Jun-12 18 86160 59989 6962

Jul-12 24 99417 67485 6788

Aug-12 35 167952 122842 7314

Sep-12 16 66960 47017 7022

Oct-12 9 57105 40482 7089

Nov-12 34 177710 144180 8113

Dec-12 18 85250 63419 7439

154

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Jan-13 20 133637 103361 7734

Feb-13 19 85497 61769 7225

Mar-13 18 82849 65162 7865

Apr-13 13 77180 56981 7383

May-13 17 71411 48386 6776

Jun-13 19 111717 82544 7389

Jul-13 12 73488 51898 7062

Aug-13 25 115305 84197 7302

Sep-13 14 69748 46636 6686

Oct-13 23 118437 94076 7943

Nov-13 23 131237 89909 6851

Dec-13 14 71431 50856 7120

Jan-14 31 156214 127421 8157

Feb-14 27 138081 98703 7148

Mar-14 33 179555 158747 8841

Apr-14 13 70500 53726 7621

May-14 25 109712 78831 7185

Jun-14 17 84991 71811 8449

Jul-14 11 61364 42570 6937

Aug-14 17 68179 50318 7380

Sep-14 9 46549 33419 7179

Oct-14 25 123877 91034 7349

Nov-14 21 79851 58213 7290

Dec-14 13 64493 41797 6481

Jan-15 27 98626 75740 7680

Feb-15 26 107219 90064 8400

Mar-15 30 117095 90293 7711

Apr-15 27 111198 83824 7538

May-15 14 64312 46462 7225

155

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Jun-15 28 130878 103023 7872

Jul-15 24 117762 84987 7217

Aug-15 26 139828 100872 7214

Sep-15 42 213466 166330 7792

Oct-15 34 153319 114971 7499

Nov-15 40 186460 121187 6499

Dec-15 26 112726 75943 6737

Jan-16 36 160897 113345 7045

Feb-16 66 290630 206294 7098

Mar-16 63 284373 195474 6874

Apr-16 46 197027 119083 6044

May-16 64 333148 218856 6569

Jun-16 92 374591 245698 6559

Jul-16 70 318213 194466 6111

156



Total Assets


amountPrepayment


() 1783

2005 Q1 175788760 11121563 633

2005 Q2 186995043 12650567 677

2005 Q3 193470174 12365742 639

2005 Q4 193216565 11800688 611

2006 Q1 195814568 13801744 705

2006 Q2 199348930 13710502 688

2006 Q3 197782850 14363564 726

2006 Q4 194803784 12121095 622

2007 Q1 197425250 13203554 669

2007 Q2 196688882 13357119 679

2007 Q3 200150421 13145796 657

2007 Q4 202625001 12296334 607

2008 Q1 213938152 12585579 588

2008 Q2 228587545 13000418 569

2008 Q3 234673981 11947129 509

2008 Q4 240816285 9337928 388

2009 Q1 251032832 10396139 414

2009 Q2 269890719 11691532 433

2009 Q3 297813863 12824216 431

2009 Q4 318959894 13266977 416

2010 Q1 350574072 15498459 442

2010 Q2 376912178 16328785 433

2010 Q3 415331904 18161706 437

2010 Q4 448333980 16686712 372

2011 Q1 481734440 20845098 433

2011 Q2 523074445 21025541 402

2011 Q3 562365961 22438992 399

157

Total Assets


amountPrepayment


() 1783

2011 Q4 588699497 21719445 369

2012 Q1 618519219 26797627 433

2012 Q2 670218187 27499504 410

2012 Q3 711197236 27918699 393

2012 Q4 745818464 29410423 394

2013 Q1 770638975 34871790 453

2013 Q2 802527000 37807909 471

2013 Q3 849688000 37504660 441

2013 Q4 897666500 36891629 411

2014 Q1 978667500 45678833 467

2014 Q2 1107768500 47557651 429

2014 Q3 1244050500 50959986 410

2014 Q4 1357490500 52375091 386

2015 Q1 1479215000 62938642 425

2015 Q2 1624249500 65814646 405

2015 Q3 1764759500 72559478 411

2015 Q4 1894422000 71339430 377

2016 Q1 2061015500 85150158 413

2016 Q2 2275309500 92566456 407

158

000

050

100

150

200

250

300

350

400

450

500

0

500

1000

1500

2000

2500

Dynamic Prepayments


159













January 2017










2016


Payment Date


Pool and



October 2016


Oct-16 405000441

Nov-16 396002018

Dec-16 386923687

Jan-17 377764686

Feb-17 368524245

160

Mar-17 359242814

Apr-17 349958782

May-17 340704077

Jun-17 331435656

Jul-17 322169536

Aug-17 312816904

Sep-17 303395518

Oct-17 293952442

Nov-17 284441902

Dec-17 275066191

Jan-18 265683264

Feb-18 256324472

Mar-18 246974977

Apr-18 237584041

May-18 228359732

Jun-18 219300078

Jul-18 210142202

Aug-18 201051829

Sep-18 191959211

Oct-18 182820113

Nov-18 173747370

Dec-18 164769606

Jan-19 155949819

Feb-19 147025094

Mar-19 138365111

Apr-19 129929252

May-19 121523319

Jun-19 113484192

Jul-19 105757094

Aug-19 98076479

Sep-19 90891072

Oct-19 83755382

161

Nov-19 76764514

Dec-19 69657582

Jan-20 62484267

Feb-20 55061081

Mar-20 48185760

Apr-20 41762260

May-20 35481846

Jun-20 29473101

Jul-20 24193967

Aug-20 18982561

Sep-20 16322904

Oct-20 13829585

Nov-20 11457357

Dec-20 9182807

Jan-21 7070059

Feb-21 5162979

Mar-21 3479482

Apr-21 2081668

May-21 1017966

Jun-21 342360

Jul-21 4394

Aug-21 -

Sep-21 -

162




CPR Average Life

(in years)

First expected

principal

payment

Expected

maturity

Average Life

(in years)

First expected

principal

payment

Expected

maturity

Average Life

(in years)

First expected

principal

payment

Expected

maturity









unknown



163







20 CPR PROFILE

Month Principal

Amount

Outstanding

of the Class

A Notes

Principal

Amount

Outstanding

of the Class

B Notes

Dec-16 10000 10000

Jan-17 10000 10000

Feb-17 10000 10000

Mar-17 10000 10000

Apr-17 10000 10000

May-17 10000 10000

Jun-17 10000 10000

Jul-17 9535 10000

Aug-17 9075 10000

Sep-17 8625 10000

Oct-17 8187 10000

Nov-17 7760 10000

Dec-17 7345 10000

Jan-18 6943 10000

Feb-18 6553 10000

Mar-18 6174 10000

Apr-18 5804 10000

May-18 5443 10000

Jun-18 5093 10000

Jul-18 4752 10000

Aug-18 4424 10000

Sep-18 4105 10000

164

Oct-18 3797 10000

Nov-18 3498 10000

Dec-18 3208 10000

Jan-19 2930 10000

Feb-19 2664 10000

Mar-19 2406 10000

Apr-19 2158 10000

May-19 1919 10000

Jun-19 1686 10000

Jul-19 1462 10000

Aug-19 1246 10000

Sep-19 1041 10000

Oct-19 840 10000

Nov-19 649 10000

Dec-19 469 10000

Jan-20 295 10000

Feb-20 133 10000

Mar-20 000 9835

Apr-20 000 8604

May-20 000 7475

Jun-20 000 6389

Jul-20 000 000

165


OVERVIEW











30 June 2015

















member of the JSE

166

Group structure


167

168

HISTORY





























FNB





RMB





WESBANK




169









170







of Carlyle Finance






























way










171







regular basis

Collections






Green Team










Amber Team











full settlement

full arrears





a court order) or


172

Red Team







repossessions

Recovery Procedure














HP+ Unsecured Loans














Agreement



Pool and



173

Auditors




174

THE ISSUER

General



2016

Registered Office


Issuer is +44 (0)207 398 6300













Management






3920254)


6AP England







4017430)


6AP England





6AP England

Director







Services Provider

175



Capital and Shares







Capitalisation



Issued


Loan Capital

Notes 57214619843





Auditors



Tax





176






















177






















178

ACCOUNT BANK















179

BACK-UP SERVICER



Documents













180












occurs























that time














181


Luxembourg















182





















Documents

1 DEFINITIONS























183









Receivables




































184























following amounts













plus







185

















Date) less










to






such Notes



Interest Rate








186




Agreement



number 14475760
















Notes)










(ii)

ା


or




187







Payments



Date












Notes)





is less than zero





(ii)

ା


or






188





Notes)





is less than zero













Notes)














Notes)






Notes

189









Notes)















of Collections



















with the Trust Deed

190









to



Calculation Date
























Charge




thereto

191











to








Regulation






















Document




192














amended










applicable)







minus












193




thereto


















the Exchange Rate













Luxembourg






194











of its debts












company











class of creditors)



is subject and








195





























Agreement


ICSDs







plc




196













Documents or



















such Monthly Period











197




Principal Payment)









































198







provisions





class








thereof and













remain outstanding














199
























Payment Date and






Conditions














200










and where either



Date less



Priority









each a Rated Note




such Receivable











201









Counterparty andor


Counterparty
















Event

















202





















Servicer Fee means




January 2017) and


















203



















or







Framework Agreement





















204













applicable)










applicable





















successor thereto)

205





accordingly





















Trustee





















206



relates




































Agent







207














Paying Agent






delivery































208










Creditors











Class D Noteholders





























209



4 SECURITY




























created)



5 ISSUER COVENANTS











210


















covenants

6 INTEREST

Period of Accrual




























211




















































212




















































213










such purpose) or












































214


















































215

Agent Bank








Final Redemption




Maturity Date
























above











216
















Manager shall










Counterparty and





















217






















Cancellation



Purchase


8 PAYMENTS

Principal














Interest



218










































fees


219








Amounts





























Payment Amount







220
















































221



Class E Notes
























Class A2 Notes


















222













































Payments

11 TAXES




223





other jurisdiction



















Enforcement Events



















Document




224











doing













Limited Recourse






13 ENFORCEMENT

Proceedings










225
















and



























fees





226






Amount
















Payment





















Payment






227


















and

























228


Class A2 Notes

14 PRESCRIPTION










































229












Convening





Classes)





Quorum












represented and










230



























Resolution

















231


Modification














































232














Notification







Binding Nature




Substitution








be) Couponholder













233


















































234










(B) either







































235


















































236




Agency










Other Methods












20 MISCELLANEOUS

Rounding




Third Party Rights




Governing Law





237
















Kingdom
































238
















tax






























239


General













Subscription Notes



















thereunder











240







United Kingdom









to the Issuer and



Ireland






















The Netherlands






241






Germany










France













General



















242







Investor Compliance





243

GENERAL INFORMATION

























Maturity Date











paragraph 8 above


Prospectus

244






(c) the Trust Deed































3PW

245







246


























Lamborghini














Receivables




247













































248











following amounts













plus






















249


Date) less











to






such Notes



Interest Rate














Agreement




250


number 14475760















Notes)










(ii)

ା


or










Payments

251



Date












Notes)





is less than zero





(ii)

ା


or










Notes)




252


is less than zero













Notes)














Notes)






Notes








253


Notes)















of Collections



















with the Trust Deed








254



from time to time




to



Calculation Date



































255




thereto











to














Regulation
















256







Document

















amended










applicable)








minus

257
















thereto




















the Exchange Rate






258











Luxembourg
















of its debts












company




259








class of creditors)



is subject and

































260






Agreement


ICSDs







plc






















Documents or




261
















such Monthly Period











outstanding








Principal Payment)








262












































263



provisions





class








thereof and













remain outstanding

















of such contract

264












































265







Payment Date and






Conditions























and where either



Date less



Priority


266


















each a Rated Note






such Receivable











Contract








267







Counterparty andor


Counterparty
















Event

















268






















Servicer Fee means




January 2017) and















the Servicer

269


Agreement





























or







Framework Agreement





270





























applicable)










applicable






271
















successor thereto)





accordingly





















Day


Trustee



272



























relates


















273






274

ISSUER

TURBO FINANCE 7 PLC

35 Great St Helens

London EC3A 6AP

United Kingdom


MANAGER

SERVICER TRUSTEE


Luxembourg Branch


L-1855 Luxembourg




Austin Friars House


London EC2N 2HD

United Kingdom


Limited


30 Fenchurch Street

London EC3M 3BD




London EC1A 1HQ

United Kingdom

BNP PARIBAS

10 Harewood Avenue

London NW1 6AA

United Kingdom

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

United Kingdom

JOINT LEAD MANAGERS



Austin Friars House


London EC2N 2HD

United Kingdom



London EC1A 1HQ

United Kingdom

BNP PARIBAS

10 Harewood Avenue

London NW1 6AA

United Kingdom

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

United Kingdom



London EC3M 3BD

United Kingdom

LEGAL ADVISERS



Atlantic House

Holburn Viaduct

London EC1A 2FG

United Kingdom




London EC4V 6JA

United Kingdom



15 Atholl Crescent

Edinburgh EH3 8HA

United Kingdom


Baker amp McKenzie

1 Commerce Square

39 Rivonia Road

Sandhurst 2196

Johannesburg

South Africa


Allen amp Overy LLP

One Bishops Square

London

E1 6AD

3






















website






the Closing Date












Date



Final Maturity Date





4


















































eligibility

5





SECTION



Joint Lead Managers




6

IMPORTANT NOTICE




















































7








their distribution














































8









PCS Label














Act





Form of Notes





















9











with them

















regulated market



















10














AIFMR






Prospective Obligor




Agreement



and



Collections

Volcker Rule







Interpretation





Union as amended

11







12






on PaymentDate


Receivables




CorporationLimited)

Noteholders




ReceivablesSeller


plc)




Auto loans

Sale ofPurchased

ReceivablesPool

Purchase Price






Issuer Account


Receivables

Transferon

PaymentDate

Seller


via IssuerAccount


Cashflows


Collections



Paying Agent

13








on PaymentDate


Transferon

PaymentDate

Seller


via IssuerAccount


Cashflows


Collections







14

CONTENTS

Heading Page


RISK FACTORS 19





TRIGGERS TABLES 83

FEES 87

USE OF PROCEEDS 88



PCS LABEL 113








THE ISSUER 174



ACCOUNT BANK178

BACK-UP SERVICER179







15







appointedFurther

Information


Bookrunners


London EC1A 1HQ

United Kingdom

NA


London

NW1 6AA

NA


London EC2V 7AE

United Kingdom

NA


London EC1A 1HQ

United Kingdom





London

NW1 6AA





London EC2V 7AE

United Kingdom






1 Plantation Place

30 Fenchurch Street

London

EC3M 3BD






Austin Friars House


London

EC2N 2HD United

Kingdom





London EC3A 6AP

United Kingdom

NA See the section

entitled The Issuer



Austin Friars House


London

EC2N 2HD United

Kingdom

NA See the sections





Purchase Agreement



Austin Friars House


London




16


appointedFurther

Information

EC2N 2HD United

Kingdom


and Summary of



Agreement


Bridgwater Road

Bristol BS13 8AE

United Kingdom

Back-up Servicing







Back-up Servicing

Agreement



60 avenue JF

Kennedy L-2085

Luxembourg

Cash Management





Cash Management

Agreement

Interest Rate Swap

Counterparty


Branch

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD








Rate Swap Agreement

Currency Swap

Counterparty


Branch

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD




Counterparty and



Swap Agreement

Currency Swap

Agreement


London

EC2V 7AE


the Issuer See the


Bank and Summary of


Documents - Account

Agreement


Limited

1 Plantation Place

30 Fenchurch Street

London EC3M 3BD





17


appointedFurther

Information





60 avenue JF

Kennedy L-2085

Luxembourg

Paying Agency





Paying Agency

Agreement



60 avenue JF

Kennedy L-2085

Luxembourg

Paying Agency





Paying Agency

Agreement


Limited

35 Great St Helens

London EC3A 6AP

United Kingdom

Corporate Services





Corporate Services

Agreement


Limited

35 Great St Helens

London EC3A 6AP

United Kingdom





L1616 Luxembourg

NA


St Peter Port

Guernsey

GY1 4NL Channel

Islands


Agreement See the

section entitled



St Peter Port

Guernsey

GY1 4NL Channel

Islands


Agreement See the

section entitled



St Peter Port

Guernsey

GY1 4NL Channel

Islands


Agreement See the

section entitled



Exchange


Dublin 2 Ireland

NA

18


appointedFurther

Information


Albert II

B-1210 Brussels

Belgium

NA


Kennedy L-1855

Luxembourg

NA


London EI4 5FA

United Kingdom

NA



20 Canada Square

Canary Wharf London

EI4 5LH United

Kingdom

NA

19

RISK FACTORS

















































20





























Defects and recalls









and 20 below)




below)





below

21









































and Seat










22


















































23


















































24
















































25













































such Obligor



26


























and regulations




1974 (as amended)










following










27

































Purchase Agreement



















28




















































29




















































30


supplier

20 Protected Goods





with FRB London




have under the CCA






































31





the UCPD




























22 General






Notes









32




























subsequently sold





















33


Notes

















two months





























34


















































35















Receiver as agent


















Preferential debts
















36













of such security






























AGREEMENT







37








Servicing Agreement


level as FRB London











32 Back-up Servicer






Notes





33 Commingling Risk
















38



















Noteholders

































39








otherwise

37 CRA III








































London Branch



40



















































41























































42



















applicable
































43




















































44




















































45








due under the Notes







































the Notes



46





















































47




















































48


















affected

50 Issuer Security





























49














Noteholders



















Noteholders

















50


















































price

51




















































52





contract

















































53















































58 The Volcker Rule







54
































55





































Purchase Agreement








HP+ Contracts




56








vehicles





Financed Object













Unsecured Loan
























57












Financed Object




Payment Amount









Object


Receivables













Principal Balance

pound405000441


Amount Financed

pound1139041



(Principal Balance)

595

pound2411648402

58



(Principal Balance)

9405

pound38088395701


ndash HP Contracts


(Principal Balance)

7845

pound31773368263




Contracts)


(Principal Balance)

042

pound169145064


Contracts


(Principal Balance)

778

pound3151040791


Contracts


(Principal Balance)

1335

pound5406489985


Rate

1285


Rentals

5250



4042



LTV

8888


(months)

1195








59



Purchase Price

Representations and

Warranties





















12 and 49 months


business




Receivable








defences or rights










60


Repurchase of the

Receivables

















Table






Receivables





Replacement Events)






















61


62




Class A1

Notes

Class A2

Notes



Principal

Amount

385000000 125000000 58400000 8500000 9720000 3980000


SampP

Moodys

SampP

Moodys

SampP

Moodys

SampP

NA NA

Anticipated

ratings

Aaa (sf) by

Moodys

AAA (sf) by

SampP

Aaa (sf) by

Moodys

AAA (sf) by

SampP

A2 (sf) by

Moodys

A (sf) by SampP

Baa3 (sf) by

Moodys

A- (sf) by

SampP

No Rating No Rating

Note Credit

Enhancement

Subordination

of Class B C

D and E

Notes Cash

Reserve

Account

Subordination

of Class B C

D and E

Notes Cash

Reserve

Account

Class A2

Cash

Accumulation

Fund

Subordination

of Class C D

and E Notes

Cash Reserve

Account

Subordination

of Class D

and E Notes

Cash Reserve

Account

Subordination

of Class E

Notes Cash

Reserve

Account

NA

Reserve Credit

Enhancement

Cash Reserve

Account

Cash Reserve

Account

Cash Reserve

Account

NA NA NA

Issue Price 100 100 100 100 100 100

Interest Rate

Reference Rate

1 month

Sterling

LIBOR +

Relevant

Margin1

1 month

EURIBOR +

Relevant

Margin2

1 month

Sterling

LIBOR +

Relevant

Margin1

300 525 1500



Relevant

Margin

060 045 150 NA NA NA

Interest Accrual

Method


Interest

Determination

Dates



commences



63

Period commences



Business Day

Convention

Modified

Following

Modified

Following

Modified

Following

Modified

Following

Modified

Following

Modified

Following

First Payment

Date

20 January

2017

20 January

2017

20 January

2017

20 January

2017

20 January

2017

20 January

2017

First Interest

Period



Revolving

Period





Pre-

Enforcement

Redemption

profile




Post-

Enforcement

Redemption

profile







Other Early

Redemption in

Full Events


Final Maturity

Date

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

The Payment

Date falling in

June 2023

Form of the

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Bearer Global

Notes

Application for

Listing

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange

Irish Stock

Exchange


2

XS149611231

6

XS149611266

2

XS149611282

9

XS149611304

1

XS152029462

7

Reg S Common

Code

149611134 149611231 149611266 149611282 149611304 152029462

Clearance

Settlement

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Euroclear

Clearstream

Luxembourg

Minimum

Denomination

pound100000 and

integral

euro100000 and

integral

pound100000 and

integral

pound100000 and

integral

pound100000 and

integral

pound100000 and

integral

64

multiples of

pound1000 in

excess thereof

multiples of

euro1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof

multiples of

pound1000 in

excess thereof


Retained

Amount







































65





























Interest

Provisions


Interest

Deferral












and payable







66



















Whole) and







Enforcement

Events













the Issuer









67





negotiations







Limited

Recourse








68










Event











days

Quorum for ordinary

resolutions

Two or more persons


least 25 of the

aggregate GBP





meeting


two or more persons



the aggregate GBP






Resolutions

Two or more persons









Modification which


persons holding or



aggregate GBP





Outstanding)


two or more persons



the aggregate GBP






Modification which


persons holding or







Outstanding)









69




such poll




such poll


Extraordinary

Resolutions







such poll







such poll





applicable)






Rate))

Matters requiring



following matters




a change of Trustee















Resolution



70


Noteholders


























Noteholders



further information





Communication with

Noteholders


following manner










71



the transaction





72

Available

Distribution

Amount









































Payment Date) plus









73



less








Revolving

Period















Amortisation

Event























74

Principal

Payment

Amount






(ii)

ା


or










(ii)

ା


or









Notes










75


Notes

Principal

Amortisation

Amount



Payment Date






and


Expected

Amortisation

Amount


positive




minus












Calculation Date





Monthly Period






Summary of

Priority of

Payments






76



2 Trustee fees




Recovery Incentive


and expenses



Account



and Currency Swap



Payments





Amounts)

8 Class B interest










Amount








Amounts)










Recovery Incentive


ICSDs


and expenses





Payments









Amounts


Amounts








Payments







77


Amounts


Principal Amounts



Payment Amount

17 Class C interest



Payment Amount

19 Class D interest



Payment Amount



Swap Counterpartys


Payments

22 Class E interest








Notes



Payments

excluded from

the Priority of

Payments







of Payments

General Credit

Structure


elements






78






Order of Priority







Balance or
















Maturity Date zero





Hedging
















79


























Cumulative Net

Loss Ratio




Calculation Date

to




Delinquency

Ratio





to




Date)





80











same period plus




Cut-Off Date




Bank Accounts

and Cash

Management



the month
















the trust













81

























Summary of

certain hedging

terms
















10654619843










82

















83

TRIGGERS TABLES


Transaction

Party


Trigger being


following

Interest Rate

Swap

Counterparty (or

any successor

thereto or

guarantor

thereof)


applicable)



















collateral

posting

guarantee of

Interest Rate

Swap

Counterparty

s obligations

replacement

of Interest

Rate Swap

Counterparty

Currency Swap

Counterparty (or

any successor

thereto or

guarantor

thereof)


applicable)



















collateral

posting

guarantee of

Currency

Swap

Counterparty

s obligations

replacement

of Currency

Swap

Counterparty



replacement

of Account

84

















Bank

guarantee of

Account

Banks

obligations

85


Nature of

Trigger


Trigger






be remedied


the Servicer





























Purchase Agreement


Obligors will be


the Purchased

Receivables to the


to the Purchase

Receivables will be

transferred to the

Issuer

Servicer

Replacement

Events









Termination of

appointment of

Servicer

Back-up Servicer to

replace Servicer

86





occurrence or


Cash Manager

Termination

Events



make any payment



Noteholders or



obligations or





Termination of

appointment of Cash

Manager

87

FEES









01 per annum

Ahead of all

outstanding Notes

Monthly on each

Payment Date




plus VAT




VAT




plus VAT


pound35 plus VAT




pound830 plus VAT

Ahead of all

outstanding Notes

As specified


outstanding Notes

Per annum




and Agents fees


bank account opened


bank account opened


Date


Ahead of all

outstanding Notes

As specified



the Notes



EUR euro4500


88

USE OF PROCEEDS





89



















HP+ Contracts



















Contract





90









Receivables






Priority















Contract













91




Portfolio











































92










































93






in the Portfolio












than pound70




Date

















being breached





94













































95



rights































Payment Amount










96




course of business







the Portfolio




































97




Repurchase














Notification Event







Issuer andor




















98


Retained Interest



AIFMR and








Servicing Agreement



















Servicers Duties





Contract




Servicing Agreement



99









Enforcement










Servicing Report







Receivables



Delegation



Servicing Fees






Successor Servicer







100








duties











servicer




















Back-up Servicer




annual period

101













another entity



Servicing Agreement

























to the following




102
















Investor Report




Date)










Report










Receivables




103
































Payment Date






Priority)







104

Delegation




entity










Trustee may approve





























105








Services Agreement


include











relevant companies




Trust Deed





Couponholders













Noteholders



106

















Deed of Charge





Deed of Charge







to in and under


















107


























with the Conditions





Account Agreement
















108


































Agreement













109





























the Class A2 Notes




110







A2 Notes


Agreement













applicable








be)





under FATCA





111

























acceptable rating
























112









































and Wales

113

PCS LABEL













114










Regulation












Outstanding

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 8873 1409864591 1417 348

250000 - 499999 17613 6673413492 2812 1648

500000 - 749999 16352 10112121615 2611 2497










115

Outstanding

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

750000 - 999999 9832 8464102025 1570 209

1000000 - 1499999 7477 8912843158 1194 2201

1500000 - 1999999 1628 2756248001 260 681

2000000 - 2499999 526 1165269655 084 288

2500000 - 2999999 179 486509671 029 12

3000000 - 4999999 149 519671895 024 128

Total 62629 40500044103 10000 100





Loan to Advance

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 999 5 1032516 001 0

1000 - 1999 62 12168415 010 003

2000 - 2999 388 103971369 062 026

3000 - 3999 857 283967008 137 07

4000 - 4999 1858 746604196 297 184

5000 - 5999 3584 1921602026 572 474

6000 - 6999 5158 3117389531 824 77

7000 - 7999 7704 4865502119 1230 1201

8000 - 8999 13941 9355683932 2226 231

9000 - 9999 17099 11607874440 2730 2866

10000 - 10999 11973 8484248551 1912 2095

Total 62629 40500044103 10000 100



116



Original LTV

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 999 5 974553 001 0

1000 - 1999 63 11468183 010 003

2000 - 2999 376 103090674 060 025

3000 - 3999 910 290125693 145 072

4000 - 4999 1827 710882386 292 176

5000 - 5999 3064 1490861942 489 368

6000 - 6999 4875 2730961925 778 674

7000 - 7999 7642 4754825621 1220 1174

8000 - 8999 11488 7865434097 1834 1942

9000 - 9999 14022 9874180007 2239 2438

10000 - 10999 15835 11175330921 2528 2759

11000 - 11999 2296 1361659476 367 336

12000 - 12999 226 130248625 036 032

Total 62629 40500044103 10000 100





Product Description

Number

of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

Percentage

of

Contracts

Percentage

of

Aggregate

Outstanding

Principal

Balance

PCP

Residual

Value

HP

Balloon

Balance

HP Plus 3760 3151040791 600 778 0 0

Hire Purchase 53987 31773368263 8620 7845 0 0


PCP Product 4743 5406489985 757 1335 2728583910 0

117

Total 62629 40500044103 10000 100 2728583910 86921481



Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Company 2103 1645798157 336 406

Individual 60526 38854245946 9664 9594

Total 62629 40500044103 10000 100


New UsedNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

New 3538 2411648402 565 595

Used 59091 38088395701 9435 9405

Total 62629 40500044103 10000 100



Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Direct Debit 62615 40492044194 9998 9998

Other 14 7999909 002 002

Total 62629 40500044103 10000 100


Stratification of

Cars and LCVs

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Car 5106500 34570276897 8154 8536

Motorcycle 524300 1542952010 837 381


118

Vehicle

Total 6262900 40500044103 10000 10000


Original Term

Range ( months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

1200 - 2399 18800 43176904 030 011

2400 - 3599 271000 713008269 433 176

3600 - 4799 1271700 5291720864 2031 1307

4800 - 5999 1965900 13482020563 3139 3329

6000 - 7199 2735500 20970117503 4368 5178

Total 6262900 40500044103 10000 100





Seasoning Range (

months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

2 3500 31896134 006 008

3 389400 3193572721 622 789

4 406900 3251918911 650 803

5 451200 3559018632 720 879

6 397500 3080138161 635 761

7 342800 2620312758 547 647

8 279800 2103407519 447 519

9 257900 1991125969 412 492

10 195800 1486752357 313 367

11 119800 901492106 191 223

12 154900 1041064595 247 257

119

Seasoning Range (

months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

13 130500 886303669 208 219

14 119400 808314574 191 2

15 127800 798769198 204 197

16 152200 931374141 243 23

17 243200 1401632149 388 346

18 399500 2189130486 638 541

19 472900 2551982043 755 63

20 406800 2079918574 650 514

21 245700 1343313876 392 332

22 254800 1288770069 407 318

23 296000 1482448433 473 366

24 165500 809958252 264 2

gt24 2491 667428776 398 165

Total 6262900 40500044103 10000 100





Remaining Term

Range ( Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 1199 277400 361676644 443 089

1200 - 2399 818300 2670197232 1307 659

2400 - 3599 1531500 8188350401 2445 2022

3600 - 4799 2394500 18120583211 3823 4474

4800 - 5999 1241200 11159236615 1982 2755

Total 6262900 40500044103 10000 100


120




Effective Rate

Range ()

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

5000 - 5999 21100 276737985 034 068

6000 - 6999 68800 842207386 110 208

7000 - 7999 193600 2130822745 309 526

8000 - 8999 351900 3523897587 562 87

9000 - 9999 521900 4606583944 833 1137

10000 - 10999 589300 4909409979 941 1212

11000 - 11999 600300 4385340697 959 1083

12000 - 12999 591400 4173230078 944 103

13000 - 13999 579400 3544183403 925 875

14000 - 14999 470600 2796699576 751 691

15000 - 15999 428100 2375478789 684 587

16000 - 16999 363400 1931710511 580 477

17000 - 17999 300500 1400407127 480 346

18000 - 18999 202400 871653717 323 215

19000 - 19999 204500 1020464239 327 252

20000 - 29999 489900 1395106917 782 344

30000 - 39999 95800 150218606 153 037

40000 - 49999 38400 43284827 061 011

50000 - 149999 118800 103572338 190 026

150000 gt= 32800 19033652 052 005

Total 6262900 40500044103 10000 100



121


PCP Residual Value

as of os Principal

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0000 - 9999 0 0 0 0

10000 - 19999 0 0 0 0

20000 - 29999 4900 52672657 103 097

30000 - 39999 79100 838191598 1668 155

40000 - 49999 190800 2146248954 4023 397

50000 - 59999 120200 1422064576 2534 263

60000 - 69999 48100 564315331 1014 1044

70000 - 79999 18600 221618682 392 41

80000 - 89999 8200 102627865 173 19

90000 gt= 4400 58750322 093 109

Total 474300 5406489985 10000 100




PCP Residual Value

as of Original

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0000 - 9999 0 0 0 0

10000 - 19999 0 0 0 0

20000 - 29999 14800 155909124 312 288

30000 - 39999 150900 1610381625 3182 2979

40000 - 49999 190000 2196585009 4006 4063

50000 - 59999 79500 956769019 1676 177

60000 - 69999 23000 271521562 485 502

70000 - 79999 9800 127598900 207 236

80000 - 89999 4300 61458963 091 114

122

PCP Residual Value

as of Original

Balance Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

90000 gt= 2000 26265783 042 049

Total 474300 5406489985 10000 100



16 Capital Financed

Capital Financed

Range

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 180100 215126416 288 053

250000 - 269999 62600 99182541 100 024

270000 - 499999 1175200 3179238915 1876 785

500000 - 749999 1725700 7920678657 2755 1956

750000 - 999999 1336000 8937678200 2133 2207

1000000 - 1249999 822900 7151891348 1314 1766

1250000 - 1499999 451600 4901266190 721 121

1500000 - 1749999 233300 2973572819 373 734

1750000 - 1999999 104400 1547458465 167 382

2000000 - 2249999 64900 1089218706 104 269

2250000 - 2499999 35600 696592304 057 172

2500000 - 2999999 40500 894137034 065 221

3000000 - 3499999 17200 450951103 027 111

3500000 - 3999999 6500 207576329 010 051

4000000 - 4499999 3300 115653377 005 029

4500000 - 4999999 3000 115035874 005 028

5000000 - 7499999 100 4785825 000 001

Total 6262900 40500044103 10000 100



123




Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

0 - 2499 4642000 28329354690 7412 6995

2500 - 2699 149200 975110041 238 241

2700 - 4999 792200 5406775540 1265 1335

5000 - 7499 390800 2932659937 624 724

7500 - 9999 132300 1063195483 211 263

10000 - 12499 79800 808563370 127 2

12500 - 14999 27600 280602865 044 069

15000 - 17499 17700 230090981 028 057

17500 - 19999 10100 125786084 016 031

20000 - 22499 8300 127180619 013 031

22500 - 24999 3200 40910532 005 01

25000 - 29999 4600 77530036 007 019

30000 - 34999 2500 53787512 004 013

35000 - 39999 900 16474534 001 004

40000 - 44999 800 14927941 001 004

45000 - 49999 200 1473062 000 0

50000 - 74999 500 12551387 001 003

75000 gt= 200 3069489 000 001

Total 6262900 40500044103 10000 100




124


RegionNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

East Midlands 489500 3154886128 782 779

East of England 652100 4305874444 1041 1063

London 620700 4443732861 991 1097

North East 437200 2847555568 698 703

North West 842700 5359355907 1346 1323

Scotland 265300 1891360556 424 467

South East 659000 4208736241 1052 1039

South West 550700 3389439285 879 837

Wales 538000 3227442200 859 797

West Midlands 521400 3193246038 833 788

Yorkshire amp

Humberside686300 4478414875 1096 1106

Total 6262900 40500044103 10000 100


Make

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Audi 561600 4964659344 897 1226

Ford 800500 4892734220 1278 1208

Vauxhall 850800 4835961795 1358 1194

Volkswagen 608600 3883916387 972 959

BMW 421700 3552077944 673 877

Mercedes-Benz 256900 2453345068 410 606

Nissan 258600 1860566355 413 459

Land Rover 140800 1822564540 225 45

Peugeot 271500 1442548700 434 356

Citroen 241100 1357752919 385 335

Renault 183200 960501601 293 237

125

Make

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Seat 147500 831966847 236 205

Kia 100900 687262138 161 17

Honda 189600 672866483 303 166

Fiat 125600 610426267 201 151

Toyota 96400 525348621 154 13

Mini 96200 521920322 154 129

Hyundai 78500 470484247 125 116

Suzuki 114000 381303440 182 094

Skoda 65900 350598410 105 087

Volvo 50800 349778356 081 086

Jaguar 35800 326364633 057 081

Mitsubishi 39500 281153964 063 069

Porsche 15400 264548704 025 065

Mazda 49600 250632039 079 062

Yamaha 79300 218297850 127 054

Kawasaki 56500 188700886 090 047

Triumph 43900 157061075 070 039

Lexus 17200 126360365 027 031

Alfa Romeo 21000 123109375 034 03

Other 244000 1135231208 390 28

Total 6262900 40500044103 10000 100


Age of Car Range

(Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

lt= 1199 195900 1783720048 313 44

1200 - 2399 413500 3601281551 660 889

2400 - 3599 520800 4301796877 832 1062

126

Age of Car Range

(Months)

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

3600 - 4799 795800 6470289314 1271 1598

4800 - 5999 994700 7176162640 1588 1772

6000 - 7199 965200 6080302500 1541 1501

7200 - 8399 674900 3857936102 1078 953

8400 - 9599 531300 2648701008 848 654

9600 - 10799 474300 2081372712 757 514

10800 - 11999 377400 1468494190 603 363

12000 - 13199 225400 760385984 360 188

13200 - 14399 65400 204729919 104 051

14400 - 23999 28300 64871258 045 016

Total 6262900 40500044103 10000 100






Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

N 204100 1594004405 326 394

Y 6058800 38906039698 9674 9606

Total 6262900 40500044103 10000 100



Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Blank 19200 90374634 031 022

A 4714400 31433182282 7528 7761

127


Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

B 1427800 8555606034 2280 2112

C 65500 308453167 105 076

D 22200 88270939 035 022

U 13800 24157047 022 006

Total 6262900 40500044103 10000 100


DealerNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

Car Giant 260000 1899183460 415 469

Zuto Limited 221800 1096966092 354 271

Arnold Clark

Automobiles Ltd145900 894532558 233 221

Evolution Funding

Limited132700 837250390 212 207

CarFinance247 127700 786650000 204 194

Evolution Funding

Ltd DEAL SAVER74800 694408277 119 171

Kennah Motor Credit

Limited74800 451515101 119 111

Mann Island Finance

Limited61100 450425701 098 111

The Trade Centre

Wales Limited

(Neath)

82700 446912577 132 11


Big Motoring World

(West Malling)37600 363099878 060 09

DSG Financial


V12 Sports And

Classics Ltd52300 325778063 084 08

128

DealerNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance


Ltd49900 275718555 080 068

Vans Direct Ltd 28100 250251802 045 062

Meridian Finance

Partners Ltd25300 237685808 040 059

Rix Motor Company

Limited23900 215198472 038 053

Sascron Limited 23800 213676543 038 053

Hammond Road

Garage Limited25400 208543474 041 051

European Vehicle

Contracts Ltd31000 203330620 049 05

Other 4676000 29876461012 7466 7377

Total 6262900 40500044103 10000 100

24 Fuel Type

Fuel TypeNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

No Data 42000 259795212 067 064


Diesel 3584700 26912109336 5724 6645

Petrol 2630000 13252298562 4199 3272

Total 6262900 40500044103 10000 100


QuarterNumber of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

of

Contracts

Percentage of

Aggregate

Outstanding

Principal

Balance

PCP Residual


2017 Q2 1600 18222155 034 034 16848750 062

2017 Q3 1600 15320973 034 028 13483375 049

129

QuarterNumber of

Contracts

Aggregate

Outstanding

Principal

Balance (pound)

of

Contracts

Percentage of

Aggregate

Outstanding

Principal

Balance

PCP Residual


2017 Q4 2800 30536474 059 056 24220750 089

2018 Q1 2500 26863252 053 05 21104352 077

2018 Q2 10400 104888489 219 194 77382875 284

2018 Q3 9900 101950871 209 189 66258437 243

2018 Q4 11800 125231195 249 232 76519931 280

2019 Q1 19100 211000084 403 39 125891977 461

2019 Q2 32300 355773098 681 658 212086912 777

2019 Q3 35900 413910895 757 766 230482565 845

2019 Q4 19300 228397640 407 422 112710831 413

2020 Q1 75600 826692344 1594 1529 394637451 1446

2020 Q2 112600 1309638133 2374 2422 619408070 2270

2020 Q3 137800 1625611942 2905 3007 732328878 2684

2020 Q4 1100 12452440 023 023 5218756 019

Total 474300 5406489985 10000 100 2728583910 10000




Final Payment

Amount

Number of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

000 - 249999 28700 156543411 605 29

250000 - 499999 235900 1962243091 4974 3629

500000 - 749999 120700 1466927889 2545 2713

750000 - 999999 41800 663543863 881 1227

1000000 - 1499999 31800 697067660 670 1289

1500000 - 1999999 10600 295147236 223 546

2000000 - 2499999 3500 115069963 074 213

130

2500000 - 2999999 900 34772453 019 064

3000000 - 4999999 400 15174419 008 028

Total 474300 5406489985 10000 100





NewUsedNumber of

Contracts

Aggregate

Outstanding

Principal Balance

(pound)

Percentage of

Contracts

Percentage of

Aggregate

Outstanding

Principal Balance

New 35300 398329427 744 737

Used 439000 5008160558 9256 9263

Total 474300 5406489985 10000 100

131








programme









132




future results



HP TOTAL section

Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total value

of assets

defaulting

per quarter

(GBP)



2010 Q473763782 006 032 059 084 101 127 165 182 210 231 249 262 275 281 285 289 291 293 294 294 294 294 294

2011 Q196526412 010 033 060 093 117 138 160 190 224 248 272 288 303 313 320 325 327 329 329 330 331 331

2011 Q295428100 014 034 072 103 126 153 177 204 232 259 285 302 320 327 331 337 341 342 343 343 344

2011 Q397694977 008 032 051 069 107 140 178 197 228 262 283 294 308 314 319 326 330 332 333 333

2011 Q483018418 009 042 066 103 138 164 184 205 223 240 250 262 270 280 285 288 292 293 293

2012 Q1117084611 009 034 058 091 124 144 162 180 205 220 239 253 264 268 269 272 274 274

2012 Q2120797759 016 038 065 089 112 129 156 177 192 208 227 239 249 255 261 263 266

2012 Q3117285650 005 030 062 086 114 134 158 168 191 210 234 244 255 259 265 267

2012 Q4105159118 015 041 075 097 123 151 178 197 218 241 255 267 276 284 286

2013 Q1119562146 011 032 054 074 097 113 134 161 179 201 225 237 252 258

2013 Q2138414099 013 036 061 084 103 130 159 185 209 228 250 267 274

133

HP TOTAL section

Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total value

of assets

defaulting

per quarter

(GBP)



2013 Q3147418158 013 040 067 083 105 129 153 179 201 220 246 257

2013 Q4145362398 009 036 052 083 110 144 176 199 222 248 270

2014 Q1219413237 012 041 080 117 147 180 213 240 269 290

2014 Q2243685485 011 047 094 132 172 205 230 260 279

2014 Q3247085179 012 056 096 143 177 213 246 267

2014 Q4206983400 008 054 090 124 168 203 227

2015 Q1271728458 011 050 083 120 161 182

2015 Q2273355498 013 056 096 134 156

2015 Q3290320008 011 053 091 114

2015 Q4261699649 014 074 108

2016 Q1339928569 013 044

2016 Q2333180664 004

134

135


Quarter of

Origination

Original Principal

Amount of Loans

Originated in each

Quarter (GBP)

Total value of

assets

defaulting

per quarter

(GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q13387867 000 005 005 037 037 037 037 037 037 040

2014 Q27008803 000 000 000 008 053 053 053 053 066

2014 Q39007366 000 033 033 043 067 078 078 078

2014 Q49215504 000 000 012 012 018 018 047

2015 Q112052870 000 000 045 055 069 087

2015 Q215408362 008 026 056 071 077

2015 Q316366689 024 024 031 041

2015 Q434162703 000 006 019

2016 Q164795887 008 014

2016 Q280341173 002

136

137




Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2010 Q459852054 007 030 051 074 093 119 161 177 207 223 241 252 265 272 277 280 282 284 284 285 285 285 285

2011 Q179863843 010 035 059 092 118 137 159 190 226 251 276 291 308 319 326 330 333 334 334 335 336 336

2011 Q281710215 016 038 074 109 129 158 181 209 238 265 290 309 327 333 337 343 346 348 349 349 350

2011 Q383230231 009 034 054 070 109 139 178 198 225 262 285 297 312 319 325 333 336 338 339 339

2011 Q469753628 010 042 066 105 139 163 184 205 224 237 246 259 267 276 283 285 288 290 290

2012 Q198601216 009 033 053 092 126 145 165 182 208 222 242 257 268 272 274 278 279 279

2012 Q2104953341 016 039 065 091 114 130 159 178 191 207 226 240 249 255 261 263 265

2012 Q3102397003 006 028 061 083 110 131 155 164 189 209 233 243 253 258 265 267

2012 Q491443207 016 045 080 104 130 157 184 201 222 244 259 271 280 288 291

2013 Q1104329259 011 034 056 079 105 122 144 172 191 212 239 251 266 273

2013 Q2118406202 015 038 063 087 108 135 164 191 215 237 259 278 286

2013 Q3126053108 015 041 070 086 109 132 159 184 208 226 253 265

2013 Q4122362605 010 037 053 083 112 148 183 206 229 255 275

2014 Q1182943218 013 042 081 121 151 182 213 241 272 293

138


Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2014 Q2205044827 011 049 097 132 173 206 231 262 281

2014 Q3205307354 012 057 098 147 181 219 254 275

2014 Q4168037718 010 059 095 129 172 206 232

2015 Q1223214181 010 047 084 116 159 181

2015 Q2224321718 014 060 104 143 167

2015 Q3234869239 012 053 093 113

2015 Q4213239293 016 081 116

2016 Q1281280216 015 047

2016 Q2271528599 005

139

140


Quarter of

Origination

Original Principal

Amount of Loans

Originated in each

Quarter (GBP)

Total value

of assets

defaulting

per quarter

(GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q13093790 000 006 006 040 040 040 040 040 040 044

2014 Q26519878 000 000 000 000 048 048 048 048 062

2014 Q37912450 000 038 038 049 076 089 089 089

2014 Q48312525 000 000 013 013 013 013 044

2015 Q110715309 000 000 051 062 068 068

2015 Q213801107 009 029 047 063 070

2015 Q314258915 027 027 036 047

2015 Q431151223 000 007 021

2016 Q157432156 009 015

2016 Q271352318 002

141

142




Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2010 Q43824531 000 077 130 175 175 175 175 180 193 245 285 316 330 330 330 338 341 341 341 341 341 341 341

2011 Q14721228 002 002 089 144 144 151 181 223 250 261 270 297 309 321 321 339 339 339 339 339 339 339

2011 Q23735886 000 000 039 039 092 092 105 105 106 228 252 288 332 355 355 376 394 394 394 395 396

2011 Q33726451 000 000 000 011 011 076 076 101 188 188 203 203 204 204 204 204 215 221 221 221

2011 Q43537635 000 053 061 090 117 158 158 158 193 222 266 285 285 285 285 285 297 297 297

2012 Q16064506 000 033 058 058 079 079 091 091 104 138 138 166 178 178 178 178 186 186

2012 Q25062892 028 045 045 071 078 078 085 104 104 148 148 148 167 186 186 186 198

2012 Q33580159 000 000 000 116 116 116 130 130 130 159 197 197 213 228 228 228

2012 Q42618317 000 000 013 030 078 078 078 180 180 202 233 263 263 271 271

2013 Q12919946 000 000 000 000 000 000 000 000 000 026 030 030 080 081

2013 Q24212036 000 009 009 020 020 029 045 052 073 073 109 112 112

2013 Q34358797 000 009 018 018 018 066 075 113 118 239 282 282

2013 Q43835411 000 035 075 075 075 087 087 109 147 214 269

2014 Q16476714 000 017 090 090 134 146 251 300 315 371

143


Quarter of

Origination

Original

Principal

Amount of

Loans

Originated in

each Quarter

(GBP)

Total

value of

assets

defaulting

per

quarter

(GBP)



2014 Q26006343 016 016 029 131 170 183 197 217 253

2014 Q35658631 041 087 114 169 169 191 209 209

2014 Q44594359 000 045 108 108 206 260 277

2015 Q15770810 013 024 037 126 140 140

2015 Q23573451 000 012 012 028 055

2015 Q37101809 015 116 116 174

2015 Q44692830 000 000 067

2016 Q15011181 000 000

2016 Q24396490 000

144

145


Quarter of

Origination

Original

Principal Amount

of Loans

Originated in

each Quarter

(GBP)

Total value of

assets

defaulting per

quarter (GBP)


Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10

2014 Q1294077 000 000 000 000 000 000 000 000 000 000

2014 Q2488925 000 000 000 118 118 118 118 118 118

2014 Q31094916 000 000 000 000 000 000 000 000

2014 Q4902979 000 000 000 000 070 070 070

2015 Q11337561 000 000 000 000 073 240

2015 Q21607255 000 000 136 136 136

2015 Q32107774 000 000 000 000

2015 Q43011480 000 000 000

2016 Q17363731 000 012

2016 Q28988856 000

146

147




Date

Outstanding

Principal

Amount (GBP)

Current

(GBP)

pound20+ - 100

Instalments

(GBP)

101 - 200

Instalments

(GBP)

201 - 300

Instalments

(GBP)

Over 3

Instalments

(GBP)

Frozen

(GBP)

pound20+ - 100

Instalments

(age)

101 - 200

Instalments

(age)

201 - 300

Instalments

(age)

Over 3

Instalments

(age)

Frozen

(age)

2005 Q1175788760 161607615 9502466 1957145 330398 182489 2207415 541 111 019 010 126

2005 Q2186995043 170719648 11016677 2333410 290573 213160 2408765 589 125 016 011 129

2005 Q3193470174 176210694 11684221 1880288 373008 156108 3178072 604 097 019 008 164

2005 Q4193216565 160975100 25286684 3141689 511279 186338 3119924 1309 163 026 010 161

2006 Q1195814568 179557117 10938648 2010277 223791 154295 2930440 559 103 011 008 150

2006 Q2199348930 182383346 11388337 1984084 267531 160368 3171855 571 100 013 008 159

2006 Q3197782850 173297338 18321184 2633496 209314 218858 3100656 926 133 011 011 157

2006 Q4194803784 168136944 19367270 2870654 446876 251975 3728399 994 147 023 013 191

2007 Q1197425250 169477486 17724125 3278979 657988 651719 5644057 898 166 033 033 286

2007 Q2196688882 167798544 20372499 3499089 784034 872145 3360158 1036 178 040 044 171

2007 Q3200150421 168262650 23229062 3719085 976539 797443 3177054 1161 186 049 040 159

2007 Q4202625001 183586066 11179182 2930562 796352 672276 3471511 552 145 039 033 171

2008 Q1213938152 194854537 10948070 2840629 663158 514833 4124788 512 133 031 024 193

2008 Q2228587545 207842773 11570918 3124788 706641 550051 4808277 506 137 031 024 210

2008 Q3234673981 215662986 11314304 2817630 515320 524792 3835546 482 120 022 022 163

2008 Q4240816285 220327384 11828532 3389002 897442 595251 3761245 491 141 037 025 156

2009 Q1251032832 231523152 9828441 3474348 652146 716885 4840083 392 138 026 029 193

2009 Q2269890719 251724702 8581800 3584345 723744 666821 4630556 318 133 027 025 172

2009 Q3297813863 280247564 8337662 3676239 744456 566363 4265458 280 123 025 019 143

2009 Q4318959894 301557758 8356547 3845329 842598 517148 3838591 262 121 026 016 120

2010 Q1350574072 334271386 7206533 3395286 759047 382351 4571021 206 097 022 011 130

2010 Q2376912178 361592407 7546012 2804183 624302 349780 3999041 200 074 017 009 106

2010 Q3415918958 400185063 7865774 3054072 570898 304385 3946234 189 073 014 007 095

2010 Q4442267452 424678376 9156977 3525281 620088 309406 3982100 207 080 014 007 090

2011 Q1484209652 467053580 8852926 3064631 592732 286008 4368583 183 063 012 006 090

2011 Q2522644211 505123179 9115530 3390205 559599 298814 4170897 174 065 011 006 080

2011 Q3558258854 539932384 9632280 3589656 709409 256745 4149262 173 064 013 005 074

148


Date

Outstanding

Principal

Amount (GBP)

Current

(GBP)

pound20+ - 100

Instalments

(GBP)

101 - 200

Instalments

(GBP)

201 - 300

Instalments

(GBP)

Over 3

Instalments

(GBP)

Frozen

(GBP)

pound20+ - 100

Instalments

(age)

101 - 200

Instalments

(age)

201 - 300

Instalments

(age)

Over 3

Instalments

(age)

Frozen

(age)

2011 Q4572683477 551957717 11094148 3970302 664746 361706 4645096 194 069 012 006 081

2012 Q1618007647 599675819 9875257 3108003 624867 352420 4383371 160 050 010 006 071

2012 Q2662804300 644555750 9715131 3116674 573087 346276 4497382 147 047 009 005 068

2012 Q3702157623 682524678 10430686 3387059 565677 341631 4906994 149 048 008 005 070

2012 Q4724870068 702464169 12809281 3933585 771043 332885 4567961 177 054 011 005 063

2013 Q1754526009 729014124 15150603 4419686 806976 419948 4712842 201 059 011 006 062

2013 Q2796535458 772386441 14865889 3669675 635852 440270 4546496 187 046 008 006 057

2013 Q3844133164 817626971 16075556 3959862 810427 407653 5252695 190 047 010 005 062

2013 Q4887451121 856888701 18500319 5178450 1008195 595741 5282780 208 058 011 007 060

2014 Q1997634695 967324822 18208865 4708641 1123758 607460 5660726 183 047 011 006 057

2014 Q21128386241 1094083818 20791168 5360896 1063288 776431 6327218 184 048 009 007 056

2014 Q31251714523 1210420988 25667244 6212592 1317153 743518 7347752 205 050 011 006 059

2014 Q41345719401 1297307386 29327111 7878594 1628718 977746 8598808 218 059 012 007 064

2015 Q11493210809 1444528213 28821519 7275175 1530547 910289 10170612 193 049 010 006 068

2015 Q21633007770 1575282945 34813676 8611794 1556352 1129883 11635528 213 053 010 007 071

2015 Q31769162880 1708224382 36064896 9245007 1982110 1235153 12423778 204 052 011 007 070

2015 Q41887340385 1818467340 41129352 11159373 2428799 1498937 12659158 218 059 013 008 067

2016 Q12094243576 2017356565 42778296 12544849 3092803 1686887 16797460 204 060 015 008 080

2016 Q22300798145 2214402878 46961397 14182538 3380756 1912015 19974280 204 062 015 008 087

000

020

040

060

080

100

2011Q4

2012Q1

2012Q2

2012Q3

2012Q4

2013Q1

2013Q2

2013Q3

2013Q4

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2




149



Total Assets



Recoveries as of

principal amount

2005 Q1 1138901 659520 5791

2005 Q2 1349800 716302 5307

2005 Q3 1050490 548630 5223

2005 Q4 1430177 792476 5541

2006 Q1 1634892 924010 5652

2006 Q2 1727959 895985 5185

2006 Q3 1729206 940282 5438

2006 Q4 1476128 796357 5395

2007 Q1 98790 64100 6489

2007 Q2 1830142 972936 5316

2007 Q3 1516640 786932 5189

2007 Q4 1024086 631680 6168

2008 Q1 1245600 766249 6152

2008 Q2 1244031 779678 6267

2008 Q3 2104137 1181751 5616

2008 Q4 2326613 1255252 5395

2009 Q1 2067229 1154377 5584

2009 Q2 2881847 1902449 6601

2009 Q3 3037320 1836288 6046

2009 Q4 2750191 1914229 6960

2010 Q1 2113341 1502891 7111

2010 Q2 2197065 1578133 7183

2010 Q3 2262382 1427615 6310

2010 Q4 1835415 1116297 6082

2011 Q1 1931753 1268499 6567

2011 Q2 2414895 1526679 6322

2011 Q3 2539757 1547362 6093

150

Total Assets



Recoveries as of

principal amount

2011 Q4 2492597 1512962 6070

2012 Q1 2709195 1774073 6548

2012 Q2 2683227 1688530 6293

2012 Q3 2246821 1209946 5385

2012 Q4 3516253 2283523 6494

2013 Q1 3168295 2142752 6763

2013 Q2 3609557 2272008 6294

2013 Q3 3262466 2153326 6600

2013 Q4 3019303 1972254 6532

2014 Q1 3498505 2317645 6625

2014 Q2 3052270 1927997 6317

2014 Q3 4052499 2616460 6456

2014 Q4 3938849 2470489 6272

2015 Q1 5538947 3467848 6261

2015 Q2 5563206 3382357 6080

2015 Q3 7229400 4422679 6118

2015 Q4 6420866 3859748 6011

2016 Q1 7657078 4584515 5987

2016 Q2 8729697 5078459 5817

151



Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Jan-07 20 80441 46873 5827

Feb-07 13 58088 34833 5997

Mar-07 14 54099 28013 5178

Apr-07 20 93831 59040 6292

May-07 14 59721 37374 6258

Jun-07 9 32919 17758 5394

Jul-07 15 46696 29520 6322

Aug-07 34 167908 87771 5227

Sep-07 29 123705 74504 6023

Oct-07 16 48499 26211 5404

Nov-07 8 45601 31073 6814

Dec-07 13 69433 37530 5405

Jan-08 24 97998 55823 5696

Feb-08 28 100294 57540 5737

152

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Mar-08 8 33792 20184 5973

Apr-08 22 100523 64694 6436

May-08 17 65425 38573 5896

Jun-08 24 85928 43165 5023

Jul-08 25 93639 49200 5254

Aug-08 15 138145 83961 6078

Sep-08 23 103622 57135 5514

Oct-08 16 94906 55797 5879

Nov-08 27 127806 72214 5650

Dec-08 17 99139 50266 5070

Jan-09 17 112223 57093 5087

Feb-09 16 89962 62605 6959

Mar-09 27 114765 77642 6765

Apr-09 27 135372 95100 7025

May-09 25 111562 74195 6651

Jun-09 21 126191 87675 6948

Jul-09 24 137432 91418 6652

Aug-09 22 122384 86075 7033

Sep-09 24 147628 94456 6398

Oct-09 25 162943 107355 6589

Nov-09 25 129864 89708 6908

Dec-09 14 63589 39778 6255

Jan-10 17 79723 53621 6726

Feb-10 24 121156 93838 7745

Mar-10 28 130705 93636 7164

Apr-10 18 89481 64777 7239

May-10 18 70268 40641 5784

Jun-10 9 42039 27702 6590

Jul-10 12 70085 46119 6580

153

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Aug-10 11 45144 32375 7171

Sep-10 9 57440 38400 6685

Oct-10 11 51602 32604 6318

Nov-10 16 78462 60760 7744

Dec-10 10 50865 30385 5974

Jan-11 11 70556 51128 7246

Feb-11 11 38263 27492 7185

Mar-11 16 101829 85675 8414

Apr-11 21 82945 56995 6871

May-11 16 90097 59398 6593

Jun-11 15 72916 46987 6444

Jul-11 6 24429 16072 6579

Aug-11 13 63932 37400 5850

Sep-11 9 35653 25740 7220

Oct-11 23 92033 67840 7371

Nov-11 9 36080 28860 7999

Dec-11 8 47027 37480 7970

Jan-12 18 79090 56069 7089

Feb-12 19 120715 91131 7549

Mar-12 16 71979 54299 7544

Apr-12 7 37390 26954 7209

May-12 14 63665 50947 8002

Jun-12 18 86160 59989 6962

Jul-12 24 99417 67485 6788

Aug-12 35 167952 122842 7314

Sep-12 16 66960 47017 7022

Oct-12 9 57105 40482 7089

Nov-12 34 177710 144180 8113

Dec-12 18 85250 63419 7439

154

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Jan-13 20 133637 103361 7734

Feb-13 19 85497 61769 7225

Mar-13 18 82849 65162 7865

Apr-13 13 77180 56981 7383

May-13 17 71411 48386 6776

Jun-13 19 111717 82544 7389

Jul-13 12 73488 51898 7062

Aug-13 25 115305 84197 7302

Sep-13 14 69748 46636 6686

Oct-13 23 118437 94076 7943

Nov-13 23 131237 89909 6851

Dec-13 14 71431 50856 7120

Jan-14 31 156214 127421 8157

Feb-14 27 138081 98703 7148

Mar-14 33 179555 158747 8841

Apr-14 13 70500 53726 7621

May-14 25 109712 78831 7185

Jun-14 17 84991 71811 8449

Jul-14 11 61364 42570 6937

Aug-14 17 68179 50318 7380

Sep-14 9 46549 33419 7179

Oct-14 25 123877 91034 7349

Nov-14 21 79851 58213 7290

Dec-14 13 64493 41797 6481

Jan-15 27 98626 75740 7680

Feb-15 26 107219 90064 8400

Mar-15 30 117095 90293 7711

Apr-15 27 111198 83824 7538

May-15 14 64312 46462 7225

155

Total Assets

Quarter of

Voluntary

Termination

Cases



(GBP)


principal amount

Jun-15 28 130878 103023 7872

Jul-15 24 117762 84987 7217

Aug-15 26 139828 100872 7214

Sep-15 42 213466 166330 7792

Oct-15 34 153319 114971 7499

Nov-15 40 186460 121187 6499

Dec-15 26 112726 75943 6737

Jan-16 36 160897 113345 7045

Feb-16 66 290630 206294 7098

Mar-16 63 284373 195474 6874

Apr-16 46 197027 119083 6044

May-16 64 333148 218856 6569

Jun-16 92 374591 245698 6559

Jul-16 70 318213 194466 6111

156



Total Assets


amountPrepayment


() 1783

2005 Q1 175788760 11121563 633

2005 Q2 186995043 12650567 677

2005 Q3 193470174 12365742 639

2005 Q4 193216565 11800688 611

2006 Q1 195814568 13801744 705

2006 Q2 199348930 13710502 688

2006 Q3 197782850 14363564 726

2006 Q4 194803784 12121095 622

2007 Q1 197425250 13203554 669

2007 Q2 196688882 13357119 679

2007 Q3 200150421 13145796 657

2007 Q4 202625001 12296334 607

2008 Q1 213938152 12585579 588

2008 Q2 228587545 13000418 569

2008 Q3 234673981 11947129 509

2008 Q4 240816285 9337928 388

2009 Q1 251032832 10396139 414

2009 Q2 269890719 11691532 433

2009 Q3 297813863 12824216 431

2009 Q4 318959894 13266977 416

2010 Q1 350574072 15498459 442

2010 Q2 376912178 16328785 433

2010 Q3 415331904 18161706 437

2010 Q4 448333980 16686712 372

2011 Q1 481734440 20845098 433

2011 Q2 523074445 21025541 402

2011 Q3 562365961 22438992 399

157

Total Assets


amountPrepayment


() 1783

2011 Q4 588699497 21719445 369

2012 Q1 618519219 26797627 433

2012 Q2 670218187 27499504 410

2012 Q3 711197236 27918699 393

2012 Q4 745818464 29410423 394

2013 Q1 770638975 34871790 453

2013 Q2 802527000 37807909 471

2013 Q3 849688000 37504660 441

2013 Q4 897666500 36891629 411

2014 Q1 978667500 45678833 467

2014 Q2 1107768500 47557651 429

2014 Q3 1244050500 50959986 410

2014 Q4 1357490500 52375091 386

2015 Q1 1479215000 62938642 425

2015 Q2 1624249500 65814646 405

2015 Q3 1764759500 72559478 411

2015 Q4 1894422000 71339430 377

2016 Q1 2061015500 85150158 413

2016 Q2 2275309500 92566456 407

158

000

050

100

150

200

250

300

350

400

450

500

0

500

1000

1500

2000

2500

Dynamic Prepayments


159













January 2017










2016


Payment Date


Pool and



October 2016


Oct-16 405000441

Nov-16 396002018

Dec-16 386923687

Jan-17 377764686

Feb-17 368524245

160

Mar-17 359242814

Apr-17 349958782

May-17 340704077

Jun-17 331435656

Jul-17 322169536

Aug-17 312816904

Sep-17 303395518

Oct-17 293952442

Nov-17 284441902

Dec-17 275066191

Jan-18 265683264

Feb-18 256324472

Mar-18 246974977

Apr-18 237584041

May-18 228359732

Jun-18 219300078

Jul-18 210142202

Aug-18 201051829

Sep-18 191959211

Oct-18 182820113

Nov-18 173747370

Dec-18 164769606

Jan-19 155949819

Feb-19 147025094

Mar-19 138365111

Apr-19 129929252

May-19 121523319

Jun-19 113484192

Jul-19 105757094

Aug-19 98076479

Sep-19 90891072

Oct-19 83755382

161

Nov-19 76764514

Dec-19 69657582

Jan-20 62484267

Feb-20 55061081

Mar-20 48185760

Apr-20 41762260

May-20 35481846

Jun-20 29473101

Jul-20 24193967

Aug-20 18982561

Sep-20 16322904

Oct-20 13829585

Nov-20 11457357

Dec-20 9182807

Jan-21 7070059

Feb-21 5162979

Mar-21 3479482

Apr-21 2081668

May-21 1017966

Jun-21 342360

Jul-21 4394

Aug-21 -

Sep-21 -

162




CPR Average Life

(in years)

First expected

principal

payment

Expected

maturity

Average Life

(in years)

First expected

principal

payment

Expected

maturity

Average Life

(in years)

First expected

principal

payment

Expected

maturity









unknown



163







20 CPR PROFILE

Month Principal

Amount

Outstanding

of the Class

A Notes

Principal

Amount

Outstanding

of the Class

B Notes

Dec-16 10000 10000

Jan-17 10000 10000

Feb-17 10000 10000

Mar-17 10000 10000

Apr-17 10000 10000

May-17 10000 10000

Jun-17 10000 10000

Jul-17 9535 10000

Aug-17 9075 10000

Sep-17 8625 10000

Oct-17 8187 10000

Nov-17 7760 10000

Dec-17 7345 10000

Jan-18 6943 10000

Feb-18 6553 10000

Mar-18 6174 10000

Apr-18 5804 10000

May-18 5443 10000

Jun-18 5093 10000

Jul-18 4752 10000

Aug-18 4424 10000

Sep-18 4105 10000

164

Oct-18 3797 10000

Nov-18 3498 10000

Dec-18 3208 10000

Jan-19 2930 10000

Feb-19 2664 10000

Mar-19 2406 10000

Apr-19 2158 10000

May-19 1919 10000

Jun-19 1686 10000

Jul-19 1462 10000

Aug-19 1246 10000

Sep-19 1041 10000

Oct-19 840 10000

Nov-19 649 10000

Dec-19 469 10000

Jan-20 295 10000

Feb-20 133 10000

Mar-20 000 9835

Apr-20 000 8604

May-20 000 7475

Jun-20 000 6389

Jul-20 000 000

165


OVERVIEW











30 June 2015

















member of the JSE

166

Group structure


167

168

HISTORY





























FNB





RMB





WESBANK




169









170







of Carlyle Finance






























way










171







regular basis

Collections






Green Team










Amber Team











full settlement

full arrears





a court order) or


172

Red Team







repossessions

Recovery Procedure














HP+ Unsecured Loans














Agreement



Pool and



173

Auditors




174

THE ISSUER

General



2016

Registered Office


Issuer is +44 (0)207 398 6300













Management






3920254)


6AP England







4017430)


6AP England





6AP England

Director







Services Provider

175



Capital and Shares







Capitalisation



Issued


Loan Capital

Notes 57214619843





Auditors



Tax





176






















177






















178

ACCOUNT BANK















179

BACK-UP SERVICER



Documents













180












occurs























that time














181


Luxembourg















182





















Documents

1 DEFINITIONS























183









Receivables




































184























following amounts













plus







185

















Date) less










to






such Notes



Interest Rate








186




Agreement



number 14475760
















Notes)










(ii)

ା


or




187







Payments



Date












Notes)





is less than zero





(ii)

ା


or






188





Notes)





is less than zero













Notes)














Notes)






Notes

189









Notes)















of Collections



















with the Trust Deed

190









to



Calculation Date
























Charge




thereto

191











to








Regulation






















Document




192














amended










applicable)







minus












193




thereto


















the Exchange Rate













Luxembourg






194











of its debts












company











class of creditors)



is subject and








195





























Agreement


ICSDs







plc




196













Documents or



















such Monthly Period











197




Principal Payment)









































198







provisions





class








thereof and













remain outstanding














199
























Payment Date and






Conditions














200










and where either



Date less



Priority









each a Rated Note




such Receivable











201









Counterparty andor


Counterparty
















Event

















202





















Servicer Fee means




January 2017) and


















203



















or







Framework Agreement





















204













applicable)










applicable





















successor thereto)

205





accordingly





















Trustee





















206



relates




































Agent







207














Paying Agent






delivery































208










Creditors











Class D Noteholders





























209



4 SECURITY




























created)



5 ISSUER COVENANTS











210


















covenants

6 INTEREST

Period of Accrual




























211




















































212




















































213










such purpose) or












































214


















































215

Agent Bank








Final Redemption




Maturity Date
























above











216
















Manager shall










Counterparty and





















217






















Cancellation



Purchase


8 PAYMENTS

Principal














Interest



218










































fees


219








Amounts





























Payment Amount







220
















































221



Class E Notes
























Class A2 Notes


















222













































Payments

11 TAXES




223





other jurisdiction



















Enforcement Events



















Document




224











doing













Limited Recourse






13 ENFORCEMENT

Proceedings










225
















and



























fees





226






Amount
















Payment





















Payment






227


















and

























228


Class A2 Notes

14 PRESCRIPTION










































229












Convening





Classes)





Quorum












represented and










230



























Resolution

















231


Modification














































232














Notification







Binding Nature




Substitution








be) Couponholder













233


















































234










(B) either







































235


















































236




Agency










Other Methods












20 MISCELLANEOUS

Rounding




Third Party Rights




Governing Law





237
















Kingdom
































238
















tax






























239


General













Subscription Notes



















thereunder











240







United Kingdom









to the Issuer and



Ireland






















The Netherlands






241






Germany










France













General



















242







Investor Compliance





243

GENERAL INFORMATION

























Maturity Date











paragraph 8 above


Prospectus

244






(c) the Trust Deed































3PW

245







246


























Lamborghini














Receivables




247













































248











following amounts













plus






















249


Date) less











to






such Notes



Interest Rate














Agreement




250


number 14475760















Notes)










(ii)

ା


or










Payments

251



Date












Notes)





is less than zero





(ii)

ା


or










Notes)




252


is less than zero













Notes)














Notes)






Notes








253


Notes)















of Collections



















with the Trust Deed








254



from time to time




to



Calculation Date



































255




thereto











to














Regulation
















256







Document

















amended










applicable)








minus

257
















thereto




















the Exchange Rate






258











Luxembourg
















of its debts












company




259








class of creditors)



is subject and

































260






Agreement


ICSDs







plc






















Documents or




261
















such Monthly Period











outstanding








Principal Payment)








262












































263



provisions





class








thereof and













remain outstanding

















of such contract

264












































265







Payment Date and






Conditions























and where either



Date less



Priority


266


















each a Rated Note






such Receivable











Contract








267







Counterparty andor


Counterparty
















Event

















268






















Servicer Fee means




January 2017) and















the Servicer

269


Agreement





























or







Framework Agreement





270





























applicable)










applicable






271
















successor thereto)





accordingly





















Day


Trustee



272



























relates


















273






274

ISSUER

TURBO FINANCE 7 PLC

35 Great St Helens

London EC3A 6AP

United Kingdom


MANAGER

SERVICER TRUSTEE


Luxembourg Branch


L-1855 Luxembourg




Austin Friars House


London EC2N 2HD

United Kingdom


Limited


30 Fenchurch Street

London EC3M 3BD




London EC1A 1HQ

United Kingdom

BNP PARIBAS

10 Harewood Avenue

London NW1 6AA

United Kingdom

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

United Kingdom

JOINT LEAD MANAGERS



Austin Friars House


London EC2N 2HD

United Kingdom



London EC1A 1HQ

United Kingdom

BNP PARIBAS

10 Harewood Avenue

London NW1 6AA

United Kingdom

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

United Kingdom



London EC3M 3BD

United Kingdom

LEGAL ADVISERS



Atlantic House

Holburn Viaduct

London EC1A 2FG

United Kingdom




London EC4V 6JA

United Kingdom



15 Atholl Crescent

Edinburgh EH3 8HA

United Kingdom


Baker amp McKenzie

1 Commerce Square

39 Rivonia Road

Sandhurst 2196

Johannesburg

South Africa


Allen amp Overy LLP

One Bishops Square

London

E1 6AD